POLARIS INDUSTRIES INC/MN (Form: 8-K, Received: 07/02/2018 16:35:23)

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

FORM 8-K

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

Date of Report (Date of earliest event reported): July 2, 2018

POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)

Minnesota	1-11411	41-1790959
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)

(763) 542-0500
(Registrant’s telephone number, including area code)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Polaris Industries Inc., a Minnesota corporation (the “Company”), entered into a Fourth Amended and Restated Credit Agreement (the “Agreement”), dated as of July 2, 2018, among the Company, Polaris Sales Inc., any other Domestic Borrower (as defined therein) that thereafter becomes a party thereto, Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined therein) that thereafter becomes a party thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and MUFG Bank, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank N.A., PNC Bank, National Association and BMO Harris Bank N/A., as Documentation Agents. The Agreement amended and restated that certain Third Amended and Restated Credit Agreement among the parties thereto dated as of November 9, 2016 (the “Existing Credit Agreement”). The Agreement provides for a five-year term loan senior credit facility in an aggregate principal amount of $1.18 billion (the “Term Credit Facility”). The Agreement also provides for a five-year senior revolving credit facility (the “Revolving Credit Facility,” and collectively with the Term Credit Facility, the “Credit Facility”) in an aggregate amount of $700 million. Additionally, the Agreement provides for the Company to request that the Credit Facility be increased by $940 million. Any such increase remains at the lenders’ discretion.

The Company may borrow, prepay and reborrow Revolving Credit Facility loans (Term Credit Facility loans, once repaid, may not be reborrowed) and obtain letters of credit under the Agreement subject to customary representations and warranties, covenants and events of default, including but not limited to covenants restricting the ability of the Company and its subsidiaries to (i) merge or consolidate with another entity, (ii) sell, transfer, lease or convey their assets, (iii) make any material change in the nature of their core business, (iv) make certain investments, or (v) incur secured indebtedness.

The Agreement requires the Company to maintain a leverage ratio of not more than 3.50 to 1.00, provided that under certain conditions the leverage ratio may be increased to 4.00 to 1.00, on a rolling four quarter basis. Additionally, the Agreement requires the Company to maintain an interest coverage ratio of not less than 3.00 to 1.00, on a rolling four quarter basis.

The aggregate amount at any time outstanding under the Revolving Credit Facility may not exceed the total commitments of $700 million, including up to $50 million in letters of credit and $100 million of swing-line advances. The aggregate amount at any time outstanding under the Term Loan Facility may not exceed the total commitments of $1.18 billion (or up to an aggregate amount of $2.12 billion if the size of the facilities is increased as described above). Proceeds may be used for working capital, capital expenditures, share repurchases and other lawful general corporate purposes. A portion of the proceeds from borrowings under the Credit Facility will be used to fund the acquisition of Boat Holdings, LLC described below.

Under the Agreement, the Company pays a facility fee that varies between 0.10% and 0.25%, depending upon its leverage ratio. Advances denominated in U.S. Dollars carry, at the Company’s option, either the “base rate” of interest, or the “eurocurrency rate” of interest. Borrowings denominated in a currency other than U.S. Dollars carry the eurocurrency rate. The applicable margin for advances under the Revolving Credit Facility ranges from 0.00% to 0.50% for base rate advances and from 0.90% to 1.50% for eurocurrency advances, in each case depending upon the Company’s leverage ratio. The applicable margin for advances under the Term Loan Facility ranges from 0.00% to 0.75% for base rate advances and from 1.00% to 1.75% for eurocurrency advances, in each case depending upon the Company’s leverage ratio. For LIBOR-based interest rates, the Company may elect an interest period for advances (i) denominated in U.S. Dollars of seven days or one, two, three, six or 12 months), (ii) denominated in Swiss Francs or Euros of seven days or one or three months and (iii) denominated in any other agreed currency of one or three months.

The full terms and conditions of the credit facility are set forth in the Agreement. A copy of the Agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The Agreement replaces the Existing Credit Agreement.

Some of the lenders named under the Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, investment banking, foreign currency and commodity hedging, share repurchases and investor research coverage by their financial analysts.

The information described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” with respect to the Note Purchase Agreement is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

On July 2, 2018, Polaris Industries Inc., a Delaware corporation (“Parent”) and wholly owned subsidiary of the Company, completed its previously announced acquisition (the “Acquisition”) of Boat Holdings, LLC, a Delaware limited liability company (“Boat Holdings”), pursuant to the Agreement and Plan of Merger dated May 29, 2018 (“Merger Agreement”), by and among Parent, Polaris Sales Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Buyer”), Beam Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), Boat Holdings, and the holder representative thereunder. Upon the consummation of the Acquisition, Merger Sub merged with and into Boat Holdings, with Boat Holdings continuing as the surviving limited liability company and a wholly owned subsidiary of Buyer.

The Acquisition was structured as a purchase of the outstanding equity interests in Boat Holdings for aggregate consideration of $825 million, subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business of Boat Holdings at the closing date, with a portion of such aggregate consideration equal to $100 million to be paid in the form of a series of deferred annual payments over 12 years following the closing date.

The Company funded the purchase price for the Acquisition with borrowings under the Credit Facility described above and the proceeds of the issuance of its 4.23% Senior Notes, Series 2018, due July 3, 2028 described below.

The foregoing description of the Merger Agreement and the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by reference to, the description of the Acquisition in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 30, 2018 and the full text of the Merger Agreement which was filed as Exhibit 2.1 thereto, and which are incorporated herein by reference.

The Merger Agreement and the above description have been included to provide investors with information regarding the terms of the Acquisition. They are not intended to provide any other factual information about the Company or any parties to the Merger Agreement or their respective affiliates or equityholders. The representations, warranties and covenants contained in the Merger Agreement were made only for the purpose of the Merger Agreement and as of specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms of the Acquisition, including being qualified by schedules and other disclosures made by each party. Accordingly, investors should not rely on the representations, warranties and covenants in the Merger Agreement as statements of factual information.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 2, 2018, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) by and among the Company and the purchasers named therein (collectively, the “Purchasers”). Pursuant to the Note Purchase Agreement, the Company will issue $350,000,000 aggregate principal amount of its 4.23% Senior Notes, Series 2018, due July 3, 2028 (collectively, the “Notes”) to the Purchasers. No principal payments are due on the Notes until maturity. Interest payments on the Notes are due semi-annually. The Company may issue and sell additional series of notes under the Note Purchase Agreement, in an aggregate principal amount of up to $150,000,000, from time to time. The Purchasers are not obligated to purchase any of the additional notes.

The Notes will be unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other unsecured senior debt. The Company may at any time prepay all, or any portion of the Notes; provided that such portion is at least $1,000,000. In the event of a prepayment, the Company will pay an amount equal to 100% of the principal amount so prepaid, plus a make-whole premium.

The Note Purchase Agreement includes covenants that restrict the Company’s ability to, among other things, transfer or sell assets, incur additional priority debt, create liens or engage in mergers or consolidations. The Company must also comply with leverage and interest coverage ratios as set forth in the Note Purchase Agreement. The covenants in the Note Purchase Agreement are comparable to the covenants in the Agreement.

The Note Purchase Agreement also includes certain events of default. Upon the occurrence of certain bankruptcy or insolvency events, all outstanding Notes will automatically become immediately due and payable. Upon the occurrence of payment events of default, any holder of the Notes may declare all Notes held by that holder to be immediately due and payable. Upon the occurrence of other events of default, a majority in principal amount of the Notes may declare all of the Notes immediately due and payable. The Company’s obligations with respect to the Note Purchase Agreement and the notes issued thereunder will be guaranteed by Polaris Sales Inc. and those of its other subsidiaries that also guarantee indebtedness under the Agreement.

The foregoing description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Note Purchase Agreement, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

The information described above under “Item 1.01. Entry into a Material Definitive Agreement” with respect to the Agreement is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

The Company issued a press release on July 2, 2018 announcing the completion of the acquisition of Boat Holdings. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file the historical financial statements of Boat Holdings, LLC required by this Item 9.01(a) as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by this Item 9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.	Exhibit

2.1	Merger Agreement, dated as of May 29, 2018, by and among Polaris Industries Inc., Polaris Sales Inc., Beam Merger Sub, LLC, Boat Holdings, LLC, and the Holder Representative thereunder ( excluding schedules and exhibits, which the Company agrees to furnish supplementally to the SEC upon request ) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 30, 2018).

4.1	Master Note Purchase Agreement by and among Polaris Industries Inc. and the purchasers party thereto, dated July 2, 2018.

10.1	Fourth Amended and Restated Credit Agreement, dated July 2, 2018 by and among Polaris Industries Inc., Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined therein) that hereafter becomes a party thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and MUFG Bank, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank N.A., PNC Bank, National Association and BMO Harris Bank N/A., as Documentation Agents.

99.1	Press release, dated July 2, 2018.

EXHIBIT INDEX

Number	Description	Method of Filing
2.1	Merger Agreement, dated as of May 29, 2018, by and among Polaris Industries Inc., Polaris Sales Inc., Beam Merger Sub, LLC, Boat Holdings, LLC, and the Holder Representative thereunder (excluding schedules and exhibits, which the Company agrees to furnish supplementally to the SEC upon request).	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 30, 2018

4.1	Master Note Purchase Agreement by and among Polaris Industries Inc. and the purchasers party thereto, dated July 2, 2018.	Filed Herewith

10.1	Fourth Amended and Restated Credit Agreement, dated July 2, 2018 by and among Polaris Industries Inc., Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined therein) that hereafter becomes a party thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and MUFG Bank, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank N.A., PNC Bank, National Association and BMO Harris Bank N/A., as Documentation Agents.	Filed Herewith

99.1	Press release, dated July 2, 2018.	Furnished Herewith

SIGNATURE

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

Date: July 2, 2018

		POLARIS INDUSTRIES INC.



	/s/ Michael T. Speetzen
	Michael T. Speetzen
	Executive Vice President – Finance and
	Chief Financial Officer

EXECUTION COPY

POLARIS INDUSTRIES INC.

_________

MASTER NOTE PURCHASE AGREEMENT

_________

Dated as of July 2, 2018

Initial Issuance of

$350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028

SERIES 2018 PPN: 731068 B*2

TABLE OF CONTENTS

			Page

1.	AUTHORIZATION OF NOTES		1
	1.1	Description of Notes to be Initially Issued	1
	1.2	Additional Series of Notes	1
	1.3	Subsidiary Guaranty	2
	1.4	Additional Interest	2

2.	SALE AND PURCHASE OF NOTES		3

3.	CLOSING		3

4.	CONDITIONS TO CLOSING		3
	4.1	Representations and Warranties	3
	4.2	Performance; No Default	4
	4.3	Compliance Certificates	4
	4.4	Opinions of Counsel	4
	4.5	Purchase Permitted By Applicable Law, etc.	4
	4.6	Sale of Other Notes	5
	4.7	Payment of Special Counsel Fees	5
	4.8	Private Placement Numbers	5
	4.9	Changes in Corporate Structure	5
	4.10	Funding Instructions	5
	4.11	Subsidiary Guaranty	5
	4.12	Proceedings and Documents	5

5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		6
	5.1	Organization; Power and Authority	6
	5.2	Authorization, etc.	6
	5.3	Disclosure	6
	5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates	7
	5.5	Financial Statements	8
	5.6	Compliance with Laws, Other Instruments, etc.	8
	5.7	Governmental Authorizations, etc.	8
	5.8	Litigation; Observance of Agreements, Statutes and Orders	8
	5.9	Taxes	9
	5.10	Title to Property; Leases	9
	5.11	Licenses, Permits, etc.	9
	5.12	Compliance with ERISA	10
	5.13	Private Offering by the Company	11
	5.14	Use of Proceeds; Margin Regulations	11
	5.15	Existing Indebtedness; Future Liens	11
	5.16	Foreign Assets Control Regulations, Anti-Terrorism Order, etc.	12
	5.17	Status under Certain Statutes.	13
	5.18	Environmental Matters	13

	5.19	Solvency of Subsidiary Guarantors	13

6.	REPRESENTATIONS OF THE PURCHASERS		14
	6.1	Purchase for Investment	14
	6.2	Source of Funds	14

7.	INFORMATION AS TO COMPANY		16
	7.1	Financial and Business Information	16
	7.2	Officer’s Certificate	18
	7.3	Visitation	19

8.	PREPAYMENT OF THE NOTES		20
	8.1	No Scheduled Prepayments	20
	8.2	Optional Prepayments	20
	8.3	Mandatory Offer to Prepay Upon Change of Control	20
	8.4	Allocation of Partial Prepayments	22
	8.5	Maturity; Surrender, etc.	22
	8.6	Purchase of Notes	22
	8.7	Make-Whole Amount	23

9.	AFFIRMATIVE COVENANTS		24
	9.1	Compliance with Law	24
	9.2	Insurance	25
	9.3	Maintenance of Properties	25
	9.4	Payment of Taxes and Claims	25
	9.5	Corporate Existence, etc.	25
	9.6	Books and Records	26
	9.7	Subsidiary Guaranty; Release	26
	9.8	Ranking of Notes	27

10.	NEGATIVE COVENANTS		27
	10.1	Leverage Ratio	27
	10.2	Interest Coverage Ratio	27
	10.3	Priority Debt	27
	10.4	Liens	27
	10.5	Mergers, Consolidations, etc.	39
	10.6	Sale of Assets	30
	10.7	Nature of Business	31
	10.8	Transactions with Affiliates	31
	10.9	Terrorism Sanctions Regulations	31
	10.10	Most Favored Lender	32

11.	EVENTS OF DEFAULT		33

12.	REMEDIES ON DEFAULT, ETC.		35
	12.1	Acceleration	35
	12.2	Other Remedies	36

	12.3	Rescission	36
	12.4	No Waivers or Election of Remedies, Expenses, etc.	36

13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		37
	13.1	Registration of Notes	37
	13.2	Transfer and Exchange of Notes	37
	13.3	Replacement of Notes	37

14.	PAYMENTS ON NOTES		38
	14.1	Place of Payment	38
	14.2	Home Office Payment	38

15.	EXPENSES, ETC.		38
	15.1	Transaction Expenses	38
	15.2	Survival	39

16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		39

	17.	AMENDMENT AND WAIVER	39
	17.1	Requirements	39
	17.2	Solicitation of Holders of Notes	40
	17.3	Binding Effect, etc.	40
	17.4	Notes held by Company, etc.	41

18.	NOTICES		41

19.	REPRODUCTION OF DOCUMENTS		41

20.	CONFIDENTIAL INFORMATION		42

21.	SUBSTITUTION OF PURCHASER		43

22.	MISCELLANEOUS		43
	22.1	Successors and Assigns	43
	22.2	Payments Due on Non-Business Days	43
	22.3	Accounting Matters	43
	22.4	Severability	44
	22.5	Construction, etc.	44
	22.6	Counterparts	44
	22.7	Governing Law; Submission to Jurisdiction	45
	22.8	Jurisdiction and Process; Waiver of Jury Trial	45

iii

SCHEDULE A	--	Information Relating to Purchasers
SCHEDULE B	--	Defined Terms

SCHEDULE 5.3	--	Disclosure Materials
SCHEDULE 5.4	--	Subsidiaries; Affiliates
SCHEDULE 5.5	--	Financial Statements
SCHEDULE 5.14	--	Use of Proceeds
SCHEDULE 5.15	--	Existing Indebtedness
SCHEDULE 10.4	--	Liens

EXHIBIT 1.1	--	Form of Series 2018 Note
EXHIBIT 1.2	--	Form of Supplement
EXHIBIT 1.3	--	Form of Subsidiary Guaranty
EXHIBIT 4.4(a)	--	Form of Opinions of Counsel for the Company
EXHIBIT 4.4(b)	--	Form of Opinion of Special Counsel for the Purchasers

POLARIS INDUSTRIES INC.

2100 Highway 55

Medina, MN 55340

(763) 542-0500

Fax: (763) 542-0599

$350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028

Dated as of July 2, 2018

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), agrees with you as follows:

1. AUTHORIZATION OF NOTES.

1.1 Description of Notes to be Initially Issued.

The Company has authorized the issue and sale of $350,000,000 aggregate principal amount of its 4.23% Senior Notes, Series 2018, due July 3, 2028 (the “Series 2018 Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series 2018 Notes shall be substantially in the form set out in Exhibit 1.1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

1.2 Additional Series of Notes.

In addition to the issuance and sale of the Series 2018 Notes, the Company may, in its sole and absolute discretion, from time to time issue and sell one or more additional series of notes pursuant to this Agreement (the “Additional Notes” and together with the Series 2018 Notes, the “Notes”), provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit 1.2, and will be subject to the following terms and conditions:

(a) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;

(b) each series of Additional Notes may consist of different and separate tranches and may differ as to outstanding principal amounts, maturity dates, interest rates and premiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;

(c) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Funded Debt;

(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory or optional prepayments, if any, on the dates and with the make-whole amounts, premiums or breakage amounts, if any, as are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;

(e) any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Notes to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not the Supplement so provides; and

(f) except to the extent provided in foregoing clause (d), all of the provisions of this Agreement shall apply to all Additional Notes.

1.3 Subsidiary Guaranty.

The payment by the Company of all amounts due on or in respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty in substantially the form of the attached Exhibit 1.3, as it may be amended or supplemented from time to time (the “Subsidiary Guaranty”).

1.4 Additional Interest.

If the Leverage Ratio exceeds 3.00 to 1.00 as of the date of any fiscal quarter end pursuant to the terms of Section 10.1, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by (i) 0.25% for any period that the Leverage Ratio exceeds 3.00 to 1.00 but is less than or equal to 3.50 to 1.00 and (ii) 0.75% for any period that the Leverage Ratio exceeds 3.50 to 1.00 (collectively clauses (i) and (ii), the “Incremental Interest”) for a period of time determined as follows: (a) such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and (b) shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Certificate is delivered, the Leverage Ratio is not more than 3.00 to 1.00, and in the event such Officer’s Certificate is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Certificate is delivered. For the avoidance of doubt, (i) if the Leverage Ratio exceeds 3.00 to 1.00 as of the last day of a fiscal quarter, Incremental Interest shall accrue as provided in this Section 1.4 regardless of whether an Officer’s Certificate is delivered pursuant to Section 7.2(a) and (ii) in no event shall the Incremental Interest for any period exceed 0.75%.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Notes in the denomination, principal amount and tranche specified opposite your names in Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.

3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Foley & Lardner LLP, 321 N. Clark Street, Suite 2800, Chicago, Illinois 60654 at 9:00 a.m., Chicago time, at a closing (the “Closing”) on July 2, 2018 or on any Business Day on or prior to July 31, 2018 as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of Polaris Sales Inc. to account number 1702 2513 9170 at U.S. Bank National Association, Global Trade Services, U.S. Bancorp Center, 800 Nicollet Mall, BG-MN-H20G, Minneapolis, Minnesota 55402, ABA No. 091000022. If at the Closing the Company fails to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2 Performance; No Default.

The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

4.3 Compliance Certificates.

(a) Officer’s Certificate . The Company shall have delivered to you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s Certificate . The Company shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

4.4 Opinions of Counsel.

You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from Kaplan, Strangis and Kaplan, P.A., counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company instructs its counsel to deliver such opinion to you) and (b) from Foley & Lardner LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

4.5 Purchase Permitted By Applicable Law, etc.

On the date of the Closing your purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.6 Sale of Other Notes.

Contemporaneously with the Closing the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.

4.7 Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees and documented out-of-pocket expenses of your special counsel referred to in Section 4.4, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

4.8 Private Placement Numbers.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained by Foley & Lardner LLP for each tranche or series of the Notes.

4.9 Changes in Corporate Structure.

The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10 Funding Instructions.

At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4.11 Subsidiary Guaranty.

Each Subsidiary Guarantor shall have executed and delivered the Subsidiary Guaranty in favor of you and the Other Purchasers and you shall have received a copy of the executed Subsidiary Guaranty.

4.12 Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1 Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Subsidiary Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

The Company, through its agent, Banc of America Securities LLC , has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated June 6, 2018 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries as of the date of this Agreement. This Agreement, the Memorandum (including the Company’s SEC filings referred to therein) and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum (including the Company’s SEC filings referred to therein) and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to June 19, 2018 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since December 31, 2017, there has been no change in the financial condition, operations or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of: (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Equity Interests outstanding owned by the Company and each Subsidiary and whether such Subsidiary is a guarantor under the Credit Agreement, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.

(b) All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate, partnership or limited liability company law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding Equity Interests of such Subsidiary.

5.5 Financial Statements.

The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement and the Series 2018 Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Series 2018 Notes or the execution, delivery or performance by each Subsidiary Guarantor of the Subsidiary Guaranty.

5.8 Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

The Company and its Subsidiaries have filed all Federal and other Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2012.

5.10 Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

(b) To the knowledge of the Company, no product of the Company or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

(c) To the knowledge of the Company, there is no Material violation by any Person of any right of the Company or any Subsidiary with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any Subsidiary.

5.12 Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes to you hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

5.13 Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than you and the Other Purchasers and not more than 5 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14 Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes to repay Indebtedness of the Company as set forth in Schedule 5.14, for general corporate purposes or for acquisitions. No part of the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2018, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 10.4, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

5.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc.

(a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) to the Company’s knowledge, is a target of sanctions that have been imposed by the United Nations or the European Union.

(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

5.17 Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the ICC Termination Act, as amended, or the Federal Power Act, as amended.

5.18 Environmental Matters.

(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any Subsidiary or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

5.19 Solvency of Subsidiary Guarantors.

After giving effect to the issuance and sale of the Notes and the application of the proceeds thereof and due consideration to any rights of contribution and reimbursement, (i) each Subsidiary Guarantor has received fair consideration and reasonably equivalent value for the incurrence of its obligations under the Subsidiary Guaranty or as contemplated by the Subsidiary Guaranty, (ii) the fair value of the assets of each Subsidiary Guarantor (at fair valuation) exceeds its liabilities, (iii) each Subsidiary Guarantor is able to and expects to be able to pay its debts as they mature, and (iv) each Subsidiary Guarantor has capital sufficient to carry on its business as conducted and as proposed to be conducted.

6. REPRESENTATIONS OF THE PURCHASERS.

6.1 Purchase for Investment.

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2 Source of Funds.

You represent that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1 Financial and Business Information

The Company will deliver to each holder of Notes that is an Institutional Investor (and for purposes of Section 7, you and each Other Purchaser shall be deemed to be a holder of Notes commencing on the date of this Agreement):

(a) Quarterly Statements -- within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter,

(ii) consolidated statements of income of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and

(iii) consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), and, if so delivered, shall be deemed to have been delivered on the date the Company posts such Form 10-Q on the SEC’s EDGAR website;

(b) Annual Statements -- within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b) and, if so delivered, shall be deemed to have been delivered on the date the Company posts such Form 10-Q on the SEC’s EDGAR website;

(c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material; provided that such documents shall be deemed to have been delivered on the date the Company posts the same on the SEC’s EDGAR website;

(d) Notice of Default or Event of Default -- promptly, and in any event within 10 days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default hereunder or that any Person has given notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within 10 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(g) Supplements -- promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof; and

(h) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any Subsidiary or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

7.2 Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of a Senior Financial Officer (or if such financial statements are delivered by virtue of the Company posting the same on the SEC’s EDGAR website, then such certificate will be concurrently delivered to each holder of the Notes by e-mail or in accordance with Section 18) setting forth:

(a) Covenant Compliance -- the information (including detailed calculations and reconciliations to GAAP in the event of a change in the treatment of operating leases under GAAP) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence). In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.3) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election.

(b) Event of Default -- a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

(c) Subsidiary Guarantors -- a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.

7.3 Visitation.

The Company will permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times during normal business hours; provided that each holder of Notes shall be entitled to not more than one visitation during any fiscal year; and

(b) Default -- if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8. PREPAYMENT OF THE NOTES.

8.1 No Scheduled Prepayments.

No regularly scheduled prepayments are due on the Series 2018 Notes prior to their stated maturity.

8.2 Optional Prepayments.

(a) Fixed Rate Notes . The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of one or more series of the fixed rate Notes, in an amount not less than $1,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. For the avoidance of doubt, any Make-Whole Amount determination pursuant to this Section 8.2(a) shall exclude any Incremental Interest. The Company will give each holder of each series of fixed rate Notes to be prepaid written notice of each optional prepayment under this Section 8.2(a) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of each series of fixed rate Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the series of fixed rate Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

(b) Prepayments During Defaults or Events of Defaults . Anything in Section 8.2(a) to the contrary notwithstanding, during the continuance of a Default or Event of Default, the Company may prepay less than all of the outstanding fixed rate Notes pursuant to Section 8.2(a) only if such prepayment is allocated among all of the series of fixed rates Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Notes in each such series not theretofore called for prepayment.

8.3 Mandatory Offer to Prepay Upon Change of Control.

(a) Notice of Change of Control or Control Event -- The Company will, within 10 Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control or Control Event, give notice of such Change of Control or Control Event to each holder of Notes unless notice in respect of such Change of Control (or the Change of Control contemplated by such Control Event) shall have been given pursuant to paragraph (b) of this Section 8.3. If a Change of Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in paragraph (c) of this Section 8.3 and shall be accompanied by the certificate described in paragraph (g) of this Section 8.3.

(b) Condition to Company Action -- The Company will not take any action that consummates or finalizes a Change of Control (which, for purposes of clarity, shall not include Control Events) unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes accompanied by the certificate described in paragraph (g) of this Section 8.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.3.

(c) Offer to Prepay Notes -- The offer to prepay Notes contemplated by paragraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by paragraph (a) of this Section 8.3, such date shall be not less than 30 days and not more than 60 days after the date of such offer.

(d) Acceptance; Rejection -- A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company on or before the date specified in an officer’s certificate pursuant to paragraph (g)(vii) of this Section 8.3. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3, or to accept an offer as to all of the Notes held by the holder, within such time period shall be deemed to constitute rejection of such offer by such holder.

(e) Prepayment -- Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the outstanding principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and shall not require the payment of any Make-Whole Amount. The prepayment shall be made on the Proposed Prepayment Date except as provided in paragraph (f) of this Section 8.3.

(f) Deferral Pending Change of Control -- The obligation of the Company to prepay Notes pursuant to the offers required by paragraphs (a) and (b) and accepted in accordance with paragraph (d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on or prior to the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change of Control shall be deemed rescinded). Notwithstanding the foregoing, in the event that the prepayment has not been made within 90 days after such Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f), the Company shall make a new offer to prepay in accordance with paragraph (c) of this Section 8.3.

(g) Officer’s Certificate -- Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date, (ii) that such offer is made pursuant to this Section 8.3, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date, (v) that the conditions of this Section 8.3 have been fulfilled, (vi) in reasonable detail, the nature and date or proposed date of the Change of Control and (vii) the date by which any holder of a Note that wishes to accept such offer must deliver notice thereof to the Company, which date shall not be earlier than 5 Business Days prior to the Proposed Prepayment Date or, in the case of a prepayment pursuant to Section 8.3(b), the date of the action that consummates or finalizes a Change of Control.

8.4 Allocation of Partial Prepayments.

In the case of each partial prepayment of Notes of a series pursuant to Section 8.2(a), the principal amount of the Notes of the series to be prepaid shall be allocated among all of the Notes of such series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.5 Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full, after such payment and upon the written request of the Company, shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6 Purchase of Notes.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of any series of Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by the Company or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes

8.7 Make-Whole Amount.

The term “ Make-Whole Amount ” means, with respect to any fixed rate Note denominated in U.S. Dollars, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note minus the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount pursuant to Section 8.7, the following terms have the following meanings:

“Called Principal” means, with respect to any fixed rate Note denominated in U.S. Dollars, the principal of such Note that is to be prepaid pursuant to Section 8.2(a) or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2(a) or 12.1.

“Settlement Date” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, the date on which such Called Principal is to be prepaid pursuant to Section 8.2(a) or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

The Company covenants that from the date of this Agreement and for so long as any of the Notes are outstanding :

9.1 Compliance with Law.

The Company will, and will cause each Subsidiary to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

The Company will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is reasonable in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

9.3 Maintenance of Properties.

The Company will, and will cause each Subsidiary to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (ordinary wear and tear and damages from casualty excepted), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4 Payment of Taxes and Claims.

The Company will, and will cause each Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate, partnership or limited liability company existence of each of its Subsidiaries (unless merged into the Company or a Wholly Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate, partnership or limited liability company existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

9.6 Books and Records.

The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

9.7 Subsidiary Guaranty; Release.

(a) Subsidiary Guarantors . The Company will cause any Domestic Subsidiary that, on or after the date of the Closing (whether or not required by the terms of the Credit Agreement), is a guarantor, borrower, or co-obligor in respect of the Credit Agreement, or otherwise becomes obligated in respect of Indebtedness under the Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as part thereof to deliver to each of the holders:

(i) an executed counterpart of the Subsidiary Guaranty, or, if the Subsidiary Guaranty has been previously executed and delivered, an executed counterpart of a Joinder thereto;

(ii) copies of such directors’ or other authorizing resolutions, charter, bylaws and other constitutive documents of such Subsidiary as the Required Holders may reasonably request; and

(iii) an opinion of counsel reasonably satisfactory to the Required Holders covering the authorization, execution, delivery, compliance with law, no conflict with other material documents, no consents and enforceability of the Subsidiary Guaranty against such Subsidiary in form and substance reasonably satisfactory to the Required Holders.

(b) Release of Subsidiary Guarantor . Each holder of a Note fully releases and discharges from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of such Subsidiary Guarantor by the Company in compliance with Section 10.6 or (ii) such Subsidiary Guarantor being released and discharged as a guarantor under and in respect of the Credit Agreement; provided that in the case of clause (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, in the case of both clauses (i) and (ii): (x) no Default or Event of Default exists or will exist immediately following such release and discharge; and (y) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (A) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or that such Subsidiary Guarantor has been or is being released and discharged as a guarantor under and in respect of the Credit Agreement and (B) as to the matters set forth in clause (x).

9.8 Ranking of Notes.

The Notes and the Company’s obligations under this Agreement will rank at least pari passu with all of the Company’s outstanding unsecured Senior Funded Debt.

10. NEGATIVE COVENANTS.

The Company covenants that from the date of this Agreement and for so long as any of the Notes are outstanding:

10.1 Leverage Ratio.

The Company will not permit the Leverage Ratio, as of the last day of each fiscal quarter of the Company, to be more than 3.50 to 1.00; provided that, upon notice by the Company to the holders of Notes, as of the last day of each of the four consecutive fiscal quarters beginning with and including the fiscal quarter in which a Qualified Acquisition is consummated (each such period, an “Elevated Leverage Period”), the Leverage Ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00; provided that it is understood and agreed that (i) the Company may not permit the Leverage Ratio to be more than 3.50 to 1.00 until there has been at least two complete fiscal quarters since the last Elevated Leverage Period ended; (ii) there shall not be more than three Elevated Leverage Periods during the term of this Agreement and the Notes; and (iii) if the Leverage Ratio, as of the last day of any fiscal quarter of the Company exceeds 3.00 to 1.00, the Company shall pay Incremental Interest to the extent required by Section 1.4.

10.2 Interest Coverage Ratio.

The Company will not permit the Interest Coverage Ratio, as of the last day of each fiscal quarter of the Company, to be less than 3.00 to 1.00.

10.3 Priority Debt.

The Company will not permit Priority Debt at any time to exceed 20% of Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company.

10.4 Liens.

The Company will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on its properties or assets, whether now owned or hereafter acquired, except:

(a) Liens for taxes, assessments or governmental charges not then due and delinquent or the nonpayment of which is permitted by Section 9.4;

(b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations incurred in the ordinary course of business and not in connection with the borrowing of money and that are not more than 30 days’ overdue or are being contested in good faith by appropriate proceedings;

(c) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;

(d) any attachment or judgment Lien, unless the judgment it secures has not, within 60 days after the entry thereof, been discharged or execution thereof stayed pending appeal, or has not been discharged within 60 days after the expiration of any such stay;

(e) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory or regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;

(f) Liens incidental to the conduct of business or the ownership of properties and assets (whether arising by contract or by operation of law) incurred in the ordinary course of business and not in connection with the borrowing of money and that do not, in the aggregate, materially impair the use of such property in the operation of the business of the Company and its Subsidiaries taken as a whole or the value of such property for the purposes of such business;

(g) encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way, minor survey exceptions and other rights and restrictions of record on the use of real property and defects in title arising or incurred in the ordinary course of business, which, individually and in the aggregate, do not materially impair the use of such property or assets subject thereto in the business of the Company and its Subsidiaries taken as a whole;

(h) Liens securing Indebtedness existing on property or assets of the Company or any Subsidiary as of the date of this Agreement that are described in Schedule 10.4;

(i) Liens resulting from extensions, renewals or replacements of Liens permitted by paragraph (h), provided that (i) there is no increase in the principal amount or decrease in maturity of the Indebtedness secured thereby at the time of such extension, renewal or replacement and (ii) any new Lien attaches only to the same property theretofore subject to such earlier Lien;

(j) Liens (i) existing on property at the time of its acquisition by the Company or a Subsidiary and not created in contemplation thereof, whether or not the Indebtedness secured by such Lien is assumed by the Company or a Subsidiary; or (ii) on property (including Capital Leases) created contemporaneously with its acquisition or within 180 days of the acquisition or completion of construction or improvements thereof to secure or provide for all or a portion of the acquisition price or cost of construction or improvements of such property after the date of Closing; or (iii) existing on property of a Person at the time such Person is merged or consolidated with, or becomes a Subsidiary of, or substantially all of its assets are acquired by, the Company or a Subsidiary and not created in contemplation thereof; provided that such Liens do not extend to additional property of the Company or any Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto;

(k) Liens securing Indebtedness of a Subsidiary owed to the Company or to a Wholly Owned Subsidiary Guarantor; and

(l) Liens securing Indebtedness not otherwise permitted by paragraphs (a) through (k) above, provided that Priority Debt does not at any time exceed 20% of Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company.

Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Company will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on its properties or assets, including capital stock, whether now owned or hereafter acquired, in favor of the lenders or other creditors party to the Credit Agreement, to secure obligations under the Credit Agreement, unless, concurrently therewith, the Notes are equally and ratably secured by a Lien on the same property and assets pursuant to an agreement reasonably acceptable to the Required Holders.

10.5 Mergers, Consolidations, etc.

The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and

(b) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of all or substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.5 from its liability under this Agreement or the Notes.

10.6 Sale of Assets.

Except as permitted by Section 10.5, the Company will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger (collectively a “Disposition”), any assets, including capital stock of Subsidiaries, in one or a series of transactions, to any Person, other than:

(a) Dispositions by the Company to a Wholly Owned Subsidiary Guarantor or by a Subsidiary to the Company or a Wholly Owned Subsidiary Guarantor;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of the Company or such Subsidiary or the trade-in of equipment for equipment in better condition or of better quality;

(d) Dispositions of accounts receivable in a Permitted Receivables Securitization Transaction;

(e) Dispositions by Polaris Acceptance, Inc., a Minnesota corporation (“PAI”), of its partnership interest in Polaris Acceptance, an Illinois general partnership (“Acceptance Partnership”), if required by Section 3.4 of that certain Partnership Agreement, dated as of February 7, 1996, between PAI and Transamerica Joint Ventures, Inc., as the same may be amended, restated or otherwise modified from time to time

(f) Dispositions not otherwise permitted by Section 10.6(a) through (e), provided that:

(i) the aggregate net book value of all assets disposed of in any fiscal year pursuant to this Section 10.6(f) does not exceed 10% of Total Assets as of the end of the immediately preceding fiscal year or; and

(ii) at the time of such Disposition and after giving effect thereto no Default or Event of Default shall have occurred and be continuing.

Notwithstanding the foregoing provisions of this Section 10.6, the Company may, or may permit any Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in any of the foregoing limitations or the computation contained in Section 10.6(f)(i) of the preceding sentence if the net proceeds from such Disposition are within 365 days of such Disposition:

(A) reinvested in productive assets used in carrying on the business of the Company and its Subsidiaries; or

(B) the net proceeds from such Disposition are applied to the payment or prepayment of Senior Funded Debt, including the Notes.

For purposes of foregoing clause (B), the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis with such other Senior Funded Debt at a price of 100% of the principal amount of the Notes to be prepaid (without any Make-Whole Amount) together with interest accrued to the date of prepayment; provided that if any holder of the Notes declines or rejects such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 10.6 shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for purposes of foregoing clause (B).

10.7 Nature of Business.

The Company will not, and will not permit any Subsidiary to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum.

10.8 Transactions with Affiliates.

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or a Subsidiary), except in the ordinary course of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

10.9 Terrorism Sanctions Regulations.

The Company will not, and will note permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing, or transaction involving the proceeds of the Notes) with any Person if such investment, dealing, or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

10.10 Most Favored Lender.

(a) If the Company shall at any time amend the Credit Agreement or become a party, as a borrower or guarantor, to any other credit agreement or other agreement, instrument, or document evidencing or issuing Indebtedness (collectively with the Credit Agreement, the “Loan Agreements,”) that, in either case, requires the Company to comply with any financial covenant, undertaking, restriction, or other provision that limits or measures indebtedness, interest expense, shareholders’ equity, investment balances, debt service coverage, fixed charges, net worth, assets, asset sales, sale and leasebacks, liens, subsidiary indebtedness, restricted payments, dividends, or any similar items (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, as a right to be prepaid or offered to be prepaid or otherwise) (each a “Financial Covenant”) that is not at such time included or is more restrictive than what is included in this Agreement, then the Company shall provide a Most Favored Lender Notice to each holder of the Notes. Unless waived in writing by the Required Holders within 5 Business Days after the date on which such notice is required to be sent, each such Financial Covenant and each event of default, definition, and other provision relating to such Financial Covenant in the Loan Agreement shall be deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full.

(b) The incorporation of any Financial Covenant pursuant to this Section 10.10 shall:

(i) automatically (without any further action being taken by the Company or any holder of a Note) take effect simultaneously with the effectiveness of such Financial Covenant under the applicable Loan Agreement; and

(ii) so long as no Default or Event of Default shall then exist under or in respect of such incorporated Financial Covenant, such financial covenants automatically (without any further action being taken by the Company or any holder of a Note other than as set forth below) shall be deleted or further modified if such Financial Covenant, definition, event of default or other provision relating thereto is deleted or made less restrictive on the Company and its Subsidiaries by way of a permanent written amendment or modification of such Loan Agreement (and not by temporary waiver of rights thereunder); provided that:

(A) if any fee or other consideration is paid or given to any bank or other party to any Loan Agreement in connection with such deletion or modification, each holder of a Note receives equivalent consideration on a pro rata basis, and such deletion or modification shall not be effective until such consideration is received by each such holder; provided, however, that no consideration shall be due any holder if the Financial Covenant shall have been deleted or modified in accordance with the terms of the underlying Loan Agreement as a result of a reduction of the outstanding balance or other previously agreed to provision of such Loan Agreement; and

(B) in no event shall any deletion or relaxation of any such Financial Covenant have the effect of deleting or making less restrictive any covenant or other provision specifically set forth in this Agreement.

(iii) subject to Section 10.10(b)(ii), continue in effect regardless of any subsequent termination of the Credit Agreement:

11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal, Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest or breakage amount, if any, on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1 through 10.9; or

(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default or (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made in writing by or on behalf of the Company or any Subsidiary Guarantor or by any officer of the Company or any Subsidiary Guarantor in this Agreement or the Subsidiary Guaranty or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) with respect to any Indebtedness in excess of $25,000,000 (other than the Notes) of the Company or any Subsidiary (i) such Person shall (1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (2) default (after giving effect to any applicable grace period) in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, security or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders, if any) to require (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid; or

(g) (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of the Company or any of its Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of, or an administrator in respect of, its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against the Company or any of its Subsidiaries and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) the Company or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) the Company or any of its Subsidiaries shall fail generally, or shall admit in writing its inability, to pay its debts as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes; or

(h) one or more judgments, orders or decrees shall be entered against any one or more of the Company and its Subsidiaries involving a liability of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, order or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (1) the last date on which such judgment, order or decree becomes final and unappealable or (2) 60 days; or

(i) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(j) the Subsidiary Guaranty ceases to be in full force and effect with respect to any Subsidiary Guarantor (except as provided in Section 9.7(b)) for any reason, including by reason of (A) its being declared to be null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or (B) the validity or enforceability thereof being contested by any of the Company, any Subsidiary Guarantor or any of them renouncing any of the same or denying that it has any further liability thereunder.

As used in Section 11(i), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

(a) If an Event of Default with respect to the Company described in paragraph (g) of Section 11 (other than an Event of Default described in clause (iv) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3 Rescission.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and any Make-Whole Amount on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4 No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note or the Subsidiary Guaranty upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees and documented out-of-pocket expenses.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1 Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

13.2 Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver within 10 days, at the Company’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note specified for the Notes of such series and tranche, if any. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.

13.3 Replacement of Notes.

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $250,000,000, or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver within 10 days, in lieu thereof, a new Note of the same series and tranche, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

14.1 Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal executive office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

14.2 Home Office Payment.

So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2.

15. EXPENSES, ETC.

15.1 Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and documented out-of-pocket expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the reasonable costs and documented out-of-pocket expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and documented out-of-pocket expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and documented out-of-pocket expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof, provided, that such costs and expenses shall not exceed $3,500. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders with respect to the Notes (other than those retained by you).

15.2 Survival.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1 Requirements.

This Agreement, the Notes and the Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2 Solicitation of Holders of Notes.

(a) Solicitation . The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment . The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer . Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

17.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” or “the Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4 Notes held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by electronic mail or telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, at its address set forth at the beginning hereof to the attention of the Chief Financial Officer with a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating hereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, electronic, digital or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

22.1 Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

22.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

22.3 Accounting Matters.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP; provided, however, that in the event of a change in the treatment of operating leases under GAAP (e.g. adoption of ASC 842), all lease liabilities and right of use assets related to operating leases shall be excluded from all calculations thereafter made for the purpose of determining compliance with the financial ratios and financial covenants contained herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Company or the Required Holders shall so request, the Company and the holders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided , that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Company shall provide to the requisite holders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required under Sections 7.1(a) and 7.1(b) hereunder. In addition, notwithstanding any other provision contained herein, the definitions set forth in this Agreement and any financial calculations required by this Agreement shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the date hereof. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

22.4 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.5 Construction, etc.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

22.6 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

22.7 Governing Law; Submission to Jurisdiction.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the state of New York, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

22.8 Jurisdiction and Process; Waiver of Jury Trial.

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York state or Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 18, to it. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Very truly yours,


POLARIS INDUSTRIES INC.

By:	/s/ Michael T. Speetzen
	Name:	Michael T. Speetzen
	Title:	Executive Vice President-Finance and Chief Financial Officer

S-1

The foregoing is agreed

to as of the date thereof.

PENSIONSKASSE DES BUNDES PUBLICA

By: PGIM LIMITED, as Investment Manager,

By: Pricoa Capital Group Limited,

as Sub- Advisor

By:	/s/ Anna Sabiston
	Director

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By: PGIM, Inc., as investment manager

By:	/s/ Anna Sabiston
	Vice President

THE GIBRALTAR LIFE INSURANCE CO., LTD.

By: Prudential Investment Management Japan

Co., Ltd., as Investment Manager

By: PGIM, Inc., as Sub-Adviser

By:	/s/ Anna Sabiston
	Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:	/s/ Anna Sabiston
	Vice President

S-2

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Barings LLC as Investment Adviser

By:	/s/ Mark Ackerman
Name:	Mark B. Ackerman
Title:	Managing Director

MASSMUTUAL ASIA LIMITED

By: Barings LLC as Investment Adviser

By:	/s/ Mark Ackerman
Name:	Mark B. Ackerman
Title:	Managing Director

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: Barings LLC as Investment Adviser

By:	/s/ Mark Ackerman
Name:	Mark B. Ackerman
Title:	Managing Director

S-3

METROPOLITAN LIFE INSURANCE COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

METLIFE INSURANCE K.K.

By: MetLife Investments Limited, Its Investment Manager

By:	/s/ Jennifer Potenta
Name:	Jennifer Potenta
Title:	Director

BRIGHTHOUSE LIFE INSURANCE COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY

By: MetLife Investment Advisors, LLC, Its Investment Manager

BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE

By: MetLife Investment Advisors, LLC, Its Investment Manager

FARMERS NEW WORLD LIFE INSURANCE COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

ZURICH AMERICAN INSURANCE COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

PENSION AND SAVINGS COMMITTEE,

On Behalf of The Zurich American Insurance Company Master Retirement Trust

By: MetLife Investment Advisors, LLC, Its Investment Manager

By:	/s/ Judith A. Gulotta
Name:	Judith A. Gulotta
Title:	Managing Director

S-4

TRANSATLANTIC REINSURANCE COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

RSUI INDEMNITY COMPANY

By: MetLife Investment Advisors, LLC, Its Investment Manager

By:	/s/ Frank O. Monfalcone
Name:	Frank O. Monfalcone
Title:	Managing Director

EMPLOYERS REASSURANCE CORPORATION

by MetLife Investment Advisors, LLC, Its Investment Adviser

By:	/s/ Frank O. Monfalcone
Name:	Frank O. Monfalcone
Title:	Managing Director

S-5

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By: Allianz Global Investors U.S. LLC

As the authorized signatory and investment manager

By:	/s/ Charles Dudley
Name:	Charles Dudley
Title:	Managing Director

S-6

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

RELIASTAR LIFE INSURANCE COMPANY

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

By: Voya Investment Management LLC, as Agent

By:	/s/ Justin Stach
Name:	Justin Stach
Title:	Vice President

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN MASTER TRUST

UNITED INSURANCE COMPANY OF AMERICA

RESERVE NATIONAL INSURANCE COMPANY

By: Voya Investment Management Co. LLC, as Agent

By:	/s/ Justin Stack
Name:	Justin Stack
Title:	Vice President

S-7

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201
	Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Primary ABA Number:
	Account Name:
	Account Number:
	FFC:

(2)	Address for all notices and communications:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel
	and for all notices relating solely to scheduled principal and interest payments to:

	ASC.GSA.Delivery.Team@jpmorgan.com Swiss.IFAS.Service.Team@jpmorgan.com

(3)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to:

	JPMorgan Chase Bank, N.A.
	4 Chase Metrotech Center, 3rd Floor
	Brooklyn, NY 11245-0001

	Attention: Physical Receive Department

	Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number

	Send copy by email to:
	Sarah Valenziano
	sarah.valenziano@prudential.com
	(612) 326-2207

	and

	Private.Disbursements@Prudential.com


(4)	Taxpayer I.D. Number:

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201
	Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Primary ABA Number:

(2)	Address for all notices and communications:

	Prudential Retirement Insurance and Annuity Company
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments to :

	Prudential Retirement Insurance and Annuity Company c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com

(3)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to:

	PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager

	Send copy by email to:
	Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207

	and

	Private.Disbursements@Prudential.com

(4)	Tax Identification No.: 06-1050034

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201 Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Primary ABA Number: Account Name: Account Number: FFC:

(2)	Address for all notices and communications:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to :

	JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attention: Income Processing - G. Ruiz a/c:

(3)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to:

	JPMorgan Chase Bank 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department

	Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number.

	Send copy by email:

	Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207 and

	Private.Disbursements@Prudential.com

(4)	Taxpayer I.D. Number: 13-1595128

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201
	Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Primary ABA Number:

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank, NA New York, NY ABA No.: Account No.: Account Name:

	Each such wire transfer shall set forth the name of the Company, a reference to "4.23% Senior Notes due July 02, 2028, PPN: 731068 B*2" and the due date and application (e.g., type of fee) of the payment being made.

(3)	All other communications and notices:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:

	JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attention: Income Processing - G. Ruiz a/c:

(4)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number.

	Send copy by email:

	Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207

	and

	Private.Disbursements@Prudential.com

(6)	Taxpayer I.D. Number: 47-0246511

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201
	Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
	Primary ABA Number:

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank, NA
	New York, NY
	ABA No.:
	Account No.:
	Account Name:

	Each such wire transfer shall set forth the name of the Company, a reference to "4.23% Senior Notes due July 02, 2028, PPN: 731068 B*2" and the due date and application (e.g., type of fee) of the payment being made.

(3)	Address for all communications and notices:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:

	JPMorgan Chase Bank 14201 Dallas Parkway - 13th Floor Dallas, TX 75254-2917 Attention: Income Processing - G. Ruiz a/c: G09588 United of Omaha

(5)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number (United of Omaha Life Insurance Company; Account Number.

	Send copy by email:

	Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207

	and

	Private.Disbursements@Prudential.com

(6)	Taxpayer I.D. Number: 47-0322111

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201 Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Primary ABA Number: Account Name: Account Number: FFC: Account Name: Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $7,500,000.00)

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank, NA
	New York, NY
	ABA No.:
	Account No.:
	Account Name:

	Each such wire transfer shall set forth the name of the Company, a reference to "4.23% Senior Notes due July 02, 2028, Security No. INV11301, PPN: 731068 B*2”and the due date and application (e.g., type of fee) of the payment being made.

(3)	Address for all communications and notices:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments to:

	The Gibraltar Life Insurance Co., Ltd. 2-13-10, Nagata-cho Chiyoda-ku, Tokyo 100-8953, Japan Attention: Osamu Egi, Team Leader of Investment Administration Team and e-mail copy to: Mail.GIB-SecOpsGA@gib-life.co.jp

(4)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to: PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager Send copy by email to: Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207 and Private.Disbursements@Prudential.com

(6)	Taxpayer I.D. Number: 98-0408643

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201 Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Primary ABA Number: Account Name: Account Number: FFC:

(2)	All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

	JPMorgan Chase Bank, NA
	New York, NY
	ABA No.:
	Account No.:
	Account Name:

	Each such wire transfer shall set forth the name of the Company, a reference to "4.23% Senior Notes due July 02, 2028, Security No. INV11301, PPN: 731068 B*2”and the due date and application (e.g., type of fee) of the payment being made.

(3)	Address for all communications and notices:

	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	60 South Sixth St. Suite 3710 Minneapolis, MN 55402


	Attention: Managing Director
	cc: Vice President and Corporate Counsel

	and for all notices relating solely to scheduled principal and interest payments to:

	The Gibraltar Life Insurance Co., Ltd. 2-13-10, Nagata-cho Chiyoda-ku, Tokyo 100-8953, Japan Attention: Osamu Egi, Team Leader of Investment Administration Team and e-mail copy to: Mail.GIB-SecOpsGA@gib-life.co.jp

(4)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to: PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager Send copy by email to: Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207 and Private.Disbursements@Prudential.com

(6)	Taxpayer I.D. Number: 98-0408643

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Beneficiary Address: 214 N. Tryon St. 26th Floor, Charlotte, NC 28201 Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent Primary ABA Number: Account Name: Account Number: FFC:

(2)	Address for all notices and communications:

	The Prudential Insurance Company of America c/o Prudential Capital Group 60 South Sixth St. Suite 3710 Minneapolis, MN 55402 Attention: Managing Director cc: Vice President and Corporate Counsel and for all notices relating solely to scheduled principal and interest payments to: The Prudential Insurance Company of America c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: PIM Private Accounting Processing Team Email: Pim.Private.Accounting.Processing.Team@prudential.com

(3)	Address for delivery of Notes:

	Send physical security by nationwide overnight delivery service to:

	PGIM, Inc. 655 Broad Street 14th Floor - South Tower Newark, NJ 07102 Attention: Trade Management Manager

	Send copy by email to:

	Sarah Valenziano sarah.valenziano@prudential.com (612) 326-2207

	and

	Private.Disbursements@Prudential.com

(4)	Taxpayer I.D. Number: 22-1211670

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, to:

	MassMutual Citibank New York, New York ABA # Acct # RE: Description of security, cusip, principal and interest split With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).

(2)	Address for all notices relating to payments:

	Massachusetts Mutual Life Insurance Company Treasury Operations Securities Management 1295 State Street Springfield, MA 01111 Attn: Janelle Tarantino With a copy to: Massachusetts Mutual Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189

(3)	All other communications and notices:

	Massachusetts Mutual Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com

(4)	E-mail address for notices:

	privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com

(5)	Address for delivery of Notes:

	Massachusetts Mutual Life Insurance Company 1295 State Street, MIP: E415 Springfield, MA 01111 Attention: Janelle Tarantino, Treasury Operations Securities Management Telephone: 413-744-1885 E-mail: Jtarantino@massmutual.com With a copy to: Michelle.kearney@barings.com Diane.murphy@barings.com Nancy.wood@barings.com

(6)	Taxpayer I.D. Number: 04-1590850

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:

	MASSMUTUAL TRUST RPG (MMTRRPG) Citibank, N.A New York, New York ABA # Acct Name Acct # FCC: RE: Description of security, cusip, principal and interest split With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).
(2)	Address for all notices relating to payments:

	Massachusetts Mutual Life Insurance Company Treasury Operations Securities Management 1295 State Street Springfield, MA 01111 Attn: Janelle Tarantino With a copy to: Massachusetts Mutual Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189

(3)	All other communications and notices:

	Massachusetts Mutual Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com

(4)	E-mail address for notices:

	privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com

(5)	Address for delivery of Notes:

	Citibank NA 399 Park Avenue Level B Vault New York, NY 10022 Acct. #240146 With a copy to: Michelle.kearney@barings.com Diane.murphy@barings.com Nancy.wood@barings.com

(6)	Taxpayer I.D. Number: 04-1590850

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
MASSMUTUAL ASIA LIMITED	$2,800,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:

	Gerlach & Co. Citibank, N.A. ABA Number FFC: Name of Security/CUSIP Number With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at mmincometeam@massmutual.com or (413) 226-4295 (facsimile).
(2)	Address for all notices relating to payments:

	Send Notices on Payments to MassMutual Asia Limited Treasury Operations Securities Management 1295 State Street Springfield, MA 01111 Attn: Janelle Tarantino With a copy to: MassMutual Asia Limited c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189

(3)	All other communications and notices:

	MassMutual Asia Limited c/o Barings LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com Send Corporate Action Notification to: Citigroup Global Securities Services Attn: Corporate Action Dept 3800 Citibank Center Tampa Building B Floor 3 Tampa , FL 33610-9122

(4)	E-mail address for notices:

	privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com

(5)	Address for delivery of Notes:

	Citibank NA 399 Park Avenue Level B Vault New York, NY 10022 Acct. #849195 With a copy to: Michelle.kearney@barings.com Diane.murphy@barings.com Nancy.wood@barings.com

(6)	Taxpayer I.D. Number:

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Industries Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:

	The Bank of New York Mellon ABA # - Benef. Acct#: Acct Name: Ref: Reg Holder/PPN/Security Description/custody a/c –
(2)	Address for all notices relating to payments:

	The Lincoln National Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 Springfield, MA 01115-5189 With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com
(3)	All other communications and notices:

	The Lincoln National Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 Springfield, MA 01115-5189 With notification to: privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com Electronic Delivery of Financials and other information to: The Lincoln National Life Insurance Company c/o Barings LLC 1500 Main Street – Suite 2200 Springfield, MA 01115-5189

(4)	E-mail address for notices:

	privateplacements@barings.com pdgportfolioadmin@barings.com Ben.Jones@barings.com
(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd – 5 ^th Floor Jersey City, NJ 07310 Attention – BNY Mellon/Branch Deposit Department Ref: Custody A/C – 941547 ( LFGPPST ) Name – LNL007 Lincoln National Life Ins Co Private Placement Pool Short With a copy to: Michelle.kearney@barings.com Diane.murphy@barings.com Nancy.wood@barings.com

(6)	Taxpayer I.D. Number: 35-0472300

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank ABA Routing #: Account No.: Account Name: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Metropolitan Life Insurance Company Investments, Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com ; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com ; OpsPvtPlacements@metlife.com

	With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com For audit request, send a soft copy to AuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive – 5th Floor, Tampa, FL 33647.

(5)	Address for delivery of Notes:

	Metropolitan Life Insurance Company, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Aaron Wernick, Corporate Counsel

(6)	Taxpayer I.D. Number: 13-5581829

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: Citibank New York 111 Wall Street, New York, New York 10005 (USA) ABA Routing #: Acct No./DDA: Acct Name: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	MetLife Asset Management Corp. (Japan) Administration Department Tokyo Garden Terrace Kioicho Kioi Tower 25F 1-3, Kioicho, Chiyoda-ku, Tokyo 102-8525 Japan Attention: Administration Dept. Manager Email: saura@metlife.co.jp

	With a copy to:

	MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

	With another copy OTHER than with respect to deliveries of financial statements to :

	MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com

(3)	Address for delivery of Notes:

	MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Aaron Wernick, Corporate Counsel

(4)	Taxpayer I.D. Number: 98-1037269 (USA) and 00661996 (Japan)

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
TRANSATLANTIC REINSURANCE COMPANY	$8,300,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank, N.A. ABA: SWIFT: Account No.: FFC: Ref: Transatlantic Reinsurance Company – Private Corporate Debt (MET) Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications

	Transatlantic Reinsurance Company c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

	With a copy OTHER than with respect to deliveries of financial statements to :

	Transatlantic Reinsurance Company One Liberty Plaza, 165 Broadway New York, NY 10006 Attn: James Ready jready@transre.com

(3)	Address for delivery of Notes:

	J.P. Morgan Chase Bank, N.A. 4 Chase Metrotech Center 1st Floor, Window 5 Brooklyn, New York 11245-0001 Attention: Physical Receive Department For Further Credit: G 21329 Transatlantic Reinsurance Company – Private Corporate Debt (MET) With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 13-5616275

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
EMPLOYERS REASSURANCE CORPORATION	$22,100,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank, N.A. ABA Routing #: Account No.: Account Name: Ref: Employers Reassurance Corporation – Polaris Industries Inc., 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Employers Reassurance Corporation c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, NJ 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Employers Reassurance Corporation c/o MetLife Investment Advisors, LLC One MetLife Way Whippany, NJ 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com and JPMorgan Chase Bank Attn: Private Placements Account: Employers Reassurance Corp 14201 Dallas Parkway – 13th Floor FAX (469) 477-1904

(3)	Address for delivery of Notes:

	J.P. Morgan Chase Bank, N.A. 4 Chase Metrotech Center 1st Floor, Window 5 Brooklyn, New York 11245-0001 Attention: Physical Receive Department For Further Credit: G 21329 Transatlantic Reinsurance Company – Private Corporate Debt (MET) With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 481024691

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
ZURICH AMERICAN INSURANCE COMPANY	$5,500,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: The Bank of New York Mellon ABA Number: Account No.: Account Name: FFC:
	Ref: CUSIP and Principal/Interest breakdown / PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028, P&I Breakdown

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Zurich American Insurance Company c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, NJ 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Zurich American Insurance Company c/o MetLife Investment Advisors, LLC Investments, Privates Placements One MetLife Way Whippany, NJ 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com and bmz.zis.operations@bm.zurich.com

(3)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd, 5th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department 212 855 1000 * Please note: As long as there is a letter with the account to deposit the shares into, the team at DTCC will book the shares in free * With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 36-4233459

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank NA ABA: Account No.: Account Name: FFC: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028, P&I Breakdown

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communication:

	Farmers New World Life Insurance Company c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, NJ 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Farmers New World Life Insurance Company c/o MetLife Investment Advisors, LLC Investments, Privates Placements One MetLife Way Whippany, NJ 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com and JPMorgan Chase Bank, NA Attn: Physical Vault 4 Metrotech Center, 3rd Floor Brooklyn, NY 11245 and BMZ.Mail.FSCM.Operations@bm.zurich.com

(3)	Address for delivery of Notes:

	Overnite/mailing address: JPMorgan Chase Bank, NA Attn: Aubrey Reuben (718-242-0269) FFC: Physical Receive 4 Metrotech Center, 3 ^rd Floor Brooklyn, NY 11245 Street Deliveries (via messenger or walk up) JPMorgan Chase Bank, N.A. 4 Metrotech Center 1st Floor, Window 5 Brooklyn, New York 11245-0001 Attention: Physical Receive Department FFC: (Use Willoughby Street Entrance) With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 91-0335750

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST	$1,700,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: The Northern Trust ABA: SWIFT: Account No.: Sort Code: FFC: Ref: Zurich Master Trust / PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028, P&I Breakdown

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Zurich American Insurance Company Master Retirement Trust c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, NJ 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : bmz.zis.operations@bm.zurich.com

(3)	Address for delivery of Notes:

	The Northern Trust Company Trade Securities Processing, C-1N 801 South Canal Street Chicago, IL 60607 REF Northern Acct. 518604100 / Zurich Master Trust With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 20-5702041

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
BRIGHTHOUSE LIFE INSURANCE COMPANY	$5,500,000

Register Note in the Name of: Brighthouse Life Insurance Company, on behalf of its Separate Account SA (Structured Annuity)

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank ABA Routing #: Account No.: Account Name: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Brighthouse Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments - Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Brighthouse Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com

(3)	Address for delivery of Notes:

	JP Morgan Chase Bank NA 4 Chase Metrotech Center, 3 ^rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Ref: P 19425 With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(4)	Taxpayer I.D. Number: 06-0566090

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JP Morgan Chase Bank ABA Routing #: Account No.: Account Name: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Brighthouse Reinsurance Company of Delaware c/o MetLife Investment Advisors, LLC, Investments – Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com With a copy OTHER than with respect to deliveries of financial statements to: Brighthouse Reinsurance Company of Delaware c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com

A-1

(3)	Address for delivery of Notes:

	JP Morgan Chase Bank NA 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Ref: Account With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(6)	Taxpayer I.D. Number: 84-4750360

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: JPMorgan Chase Bank ABA Routing #: Account No.: Account Name: Ref: PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028 Bank Name: JPMorgan Chase Bank

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communications:

	Brighthouse Life Insurance Company of NY c/o MetLife Investments Advisors, LLC, Investments – Privates Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Brighthouse Life Insurance Company of NY c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: sec_invest_law@metlife.com

(3)	Address for delivery of Notes:

	JP Morgan Chase Bank NA 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attention: Physical Receive Department Ref: Account With COPIES OF THE NOTES emailed to aaron.wernick@metlife.com

(6)	Taxpayer I.D. Number: 13-3690700

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
RSUI INDEMNITY COMPANY	$2,200,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: The Bank of New York Mellon SWIFT: or ABA: Account No.: Sort Code: FFC: Ref: PPN P&I Breakdown – Polaris Industries Inc, 4.23% due July 2, 2028

	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

	For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices and communication:

	RSUI Indemnity Company c/o MetLife Investment Advisors, LLC Investments, Private Placements One MetLife Way Whippany, New Jersey 07981 Attention: Edward Teagan, AVP Private Placements & Tom Routhier, Associate & Michael Brown, Sr Analyst Emails: PPUCompliance@metlife.com; edward.teagan@metlife.com; tom.j.routhier@metlife.com; Michael.t.brown@metlife.com; OpsPvtPlacements@metlife.com

A-1

	With a copy OTHER than with respect to deliveries of financial statements to : Leonard C. Sjostrom, CPA, CPCU Senior Vice President, CFO RSUI Group, Inc. 945 East Paces Ferry Road, Suite 1800 Atlanta, GA 30326-1125 404 260-3880 Direct

(3)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd – 5 ^th Floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department REF: Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number

(4)	Taxpayer I.D. Number: 16-0366830

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA	$40,000,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	The Bank of New York Mellon, NY BA Number: SWIFT Code: Account Name: Account Number: Each such wire transfer should set forth the name of the issuer, description of security (i.e., $_____ Series _______ Notes, due ________), PPN: 731068 B*2 and due date and application (as among principal, make whole and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Allianz Life Insurance Company of North America c/o Allianz Global Investors U.S. LLC Attn: Private Placements 55 Greens Farms Road Westport, CT 06880 Phone: 203-293-1900 Email: ppt@allianzgi.com

(3)	All other communications and notices:

	Allianz Life Insurance Company of North America c/o Allianz Global Investors U.S. LLC Attn: Private Placements 55 Greens Farms Road Westport, CT 06880 Phone: 203-293-1900 Email: ppt@allianzgi.com

(4)	E-mail address for notices:

	ppt@allianzgi.com

A-1

(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd. – 5thFlr. Jersey City, NJ 07310 Reference in transmittal letter to be made to .

(6)	Taxpayer I.D. Number: 23-6019000 (MAC & CO., LLC)

A-2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	For scheduled principal and interest payments : The Bank of New York Mellon ABA#: or via SWIFT BNF: Attention: Income Collection Department For further credit to: Reference: 731068 B2 For all payments other than scheduled principal and interest : The Bank of New York Mellon ABA#: or via SWIFT Account No.: Account Name: Reference: 731068 B2 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Email: VoyaIMCashOperations@voya.com and: VoyaIMPCFAnalyticsSolutionsGroup@voya.com

A-3

(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 Email: Private.Placements@voya.com and: Justin.Stach@voya.com

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; VoyaIMCashOperations@voya.com VoyaIMPCFAnalyticsSolutionsGroup@voya.com

(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd - 5 ^th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: opssettlements@voya.com and: Loris.Jakielski@voya.com Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following: The contact person at the Issuer of the Notes related to payments on the Notes is: Name: _____________________ Telephone #: ________________ E-Mail: _____________________

(6)	Taxpayer I.D. Number: 71-0294708

A-4

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	For scheduled principal and interest payments : The Bank of New York Mellon ABA#: or via SWIFT BNF: Attention: Income Collection Department For further credit to: Reference: 731068 B2 For all payments other than scheduled principal and interest : The Bank of New York Mellon ABA#: or via SWIFT Account No.: Account Name: Reference: 731068 B2 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Email: VoyaIMCashOperations@voya.com and: VoyaIMPCFAnalyticsSolutionsGroup@voya.com

A-5

(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 Email: Private.Placements@voya.com and: Justin.Stach@voya.com

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; VoyaIMCashOperations@voya.com; VoyaIMPCFAnalyticsSolutionsGroup@voya.com

(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd - 5 ^th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: opssettlements@voya.com and: Loris.Jakielski@voya.com Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following: The contact person at the Issuer of the Notes related to payments on the Notes is: Name: _____________________ Telephone #: ________________ E-Mail: _____________________

(6)	Taxpayer I.D. Number: 41-0451140

A-6

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	For scheduled principal and interest payments : The Bank of New York Mellon ABA#: or via SWIFT BNF: Attention: Income Collection Department For further credit to: Reference: 731068 B2 For all payments other than scheduled principal and interest : The Bank of New York Mellon ABA#: or via SWIFT Account No.: Account Name: Reference: 731068 B2 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Operations/Settlements Email: VoyaIMCashOperations@voya.com and: VoyaIMPCFAnalyticsSolutionsGroup@voya.com

A-7

(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 Email: Private.Placements@Voya.com and: Justin.Stach@voya.com

(4)	E-mail address for notices:

	Private.Placements@Voya.com; Justin.Stach@voya.com; VoyaIMCashOperations@voya.com; VoyaIMPCFAnalyticsSolutionsGroup@voya.com

(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd - 5 ^th floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: opssettlements@voya.com and: Loris.Jakielski@voya.com Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following: The contact person at the Issuer of the Notes related to payments on the Notes is: Name: _____________________ Telephone #: ________________ E-Mail: _____________________

(6)	Taxpayer I.D. Number: 53-0242530

A-8

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	The Bank of New York Mellon ABA#: or via SWIFT Account No.: FBO: Reference: 731068 B*2 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)	Address for all notices relating to payments:

	BNYM Mellon Asset Servicing 11486 Corporate Blvd., Suite 200 Orlando, FL 32817-8371 Attn: Operations/Settlements Email: VoyaTradeSupport@bnymellon.com
(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 Email: Private.Placements@voya.com and: Justin.Stach@voya.com

A-9

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; VoyaTradeSupport@bnymellon.com

(5)	Address for delivery of Notes:

	The Depository Trust Company 570 Washington Blvd—5 ^th Floor Jersey City, NJ 07310 Attn: BNY Mellon/Branch Deposit Department Ref: Acct: 9512398400/ Cigna Stable Value with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: Loris.Jakielski@voya.com The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon .

(6)	Taxpayer I.D. Number: 71-0294708

A-10

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

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

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	State Street Bank and Trust Company ABA# Account No. Account Name: Reference: Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	BNYM Mellon Asset Servicing 11486 Corporate Blvd., Suite 200 Orlando, FL 32817-8371 Attn: Operations/Settlements Email: VoyaTradeSupport@bnymellon.com With a copy to: State Street Bank and Trust Company 1200 Crown Colony Drive—Mailstop CC1 5N Quincy, MA 02169 Attention: Glenn Charbonneau Email: gccharbonneau@statestreet.com Phone: (617) 537-0180

A-11

(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Fax: (770) 690-5342 Email: Private.Placements@voya.com and: Justin.Stach@voya.com

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; VoyaTradeSupport@bnymellon.com; gccharbonneau@statestreet.com

(5)	Address for delivery of Notes:

	DTCC Newport Office Center 570 Washington Blvd. Jersey City, NJ 07310 Attn: 5 ^th Floor/NY, Window/Robert, Mendez FBO: State Street Bank & Trust for account BBIM with a copy to: Voya Investment Management Co. LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: Loris.Jakielski@voya.com The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at State Street Bank and Trust Company .

(6)	Taxpayer I.D. Number: 13-2950148

A-12

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
UNITED INSURANCE COMPANY OF AMERICA	$1,500,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: The Bank of New York Mellon ABA#: Account No. Account Name: Reference: Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Kemper Corporate Services Alliance United Insurance Company One East Wacker Drive Suite 900 Chicago, Illinois 60601 Attn: Investment Accounting Email: investmentaccounting@kemper.com and: investops@kemper.com and: Private.Placements@voya.com

(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Email: Private.Placements@voya.com and: Justin.Stach@voya.com

A-13

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; investmentaccounting@kemper.com ; investops@kemper.com; Private.Placements@voya.com

(5)	Address for delivery of Notes:

	The Depository Trust and Clearing Corporation 570 Washington Blvd., 5 ^th Floor Jersey City, NJ 07310 Account No. 750798 Attn: Anthony Saviano 212-855-2071 and/or Marjorie Regala 212-855-7307 with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: Loris.Jakielski@voya.com The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon .

(6)	Taxpayer I.D. Number: 36-1896670

A-14

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name of Purchaser	Principal Amount of Series 2018 Notes to be Purchased
RESERVE NATIONAL INSURANCE COMPANY	$1,500,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

	Bank Name: The Bank of New York Mellon ABA#: Account No. Account Name: Reference: Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)	Address for all notices relating to payments:

	Kemper Corporate Services Alliance United Insurance Company One East Wacker Drive Suite 900 Chicago, Illinois 60601 Attn: Investment Accounting Email: investmentaccounting@kemper.com and: investops@kemper.com and: Private.Placements@voya.com
(3)	All other communications and notices:

	Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements Email: Private.Placements@voya.com and: Justin.Stach@voya.com

A-15

(4)	E-mail address for notices:

	Private.Placements@voya.com; Justin.Stach@voya.com; investmentaccounting@kemper.com ; investops@kemper.com;

(5)	Address for delivery of Notes:

	The Depository Trust and Clearing Corporation 570 Washington Blvd., 5th Floor Jersey City, NJ 07310 Account No. 750795 Attn: Anthony Saviano 212-855-2071 and/or Marjorie Regala 212-855-7307 with a copy to: Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Patti Boss Email: Patti.Boss@voya.com and: Loris.Jakielski@voya.com The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon .

(6)	Taxpayer I.D. Number: 73-0661453

A-16

SCHEDULE B

DEFINITIONS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acceptance Partnership” is defined in Section 10.6(e).

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or Equity Interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or Equity Interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease).

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country, or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws, or (c) a Person that is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by, or acting on behalf of, directly or indirectly, any Person, entity, organization, country, or regime described in clause (a) or (b).

B-1

“Business Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Minneapolis, Minnesota, or New York City are required or authorized to be closed.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as a lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Change of Control” means either of the following events:

(a) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d 3 and 13d 5 under the Exchange Act), by way of merger, consolidation or otherwise of 25% or more of the Voting Stock of the Company on a fully diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of the Company convertible into or exercisable for Voting Stock of the Company (whether or not such securities are then currently convertible or exercisable); or

(b) during any period of twelve calendar months, individuals who at the beginning of such period constituted the board of directors of the Company together with any new members of such board of directors whose elections by such board of directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the members of such board of directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the directors of the Company then in office.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Polaris Industries Inc., a Minnesota corporation, or any successor that becomes such in the manner prescribed in Section 10.5.

“Confidential Information” is defined in Section 20.

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

B-2

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

“Control Event” means the execution by the Company of a definitive written agreement (excluding, for the avoidance of doubt, any letter of intent) that, when fully performed by the parties thereto, would result in a Change of Control.

“Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Credit Agreement” means the Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 among the Company, certain Subsidiaries of the Company, the lenders identified therein, U.S. Bank National Association, as lead arranger, lead book runner, and administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangement, joint book runners and syndication agents, and Bank of the West, Fifth Third Bank, JPMorgan Chase Bank, N.A., PNC Bank, National Association, and BMO Harris Bank N.A., as documentation agents, as such agreement may be further amended, restated, supplemented, refinanced, increased or reduced from time to time, and any successor credit agreement or similar facility.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York as its “base” or “prime” rate.

“Disposition” is defined in Section 10.6.

“Domestic Subsidiary” means any Subsidiary of the Company incorporated or organized under the laws of the United States of America, any State thereof, or the District of Columbia, and any such Domestic Subsidiary’s respective successors and assigns.

“EBIT” means, for any period, the sum of Net Income for such period plus, to the extent deducted in determining such Net Income, (i) federal, state, local and foreign income, value added and similar taxes and (ii) Consolidated Interest Expense.

“EBITDA” means, for any period, the sum of Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of property)) plus, to the extent deducted in determining such Net Income (excluding the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of property)), (i) federal, state, local and foreign income, value added and similar taxes, (ii) Consolidated Interest Expense, (iii) depreciation and amortization expense and (iv) other non-cash charges. If, during the period for which EBITDA of the Company is being calculated, the Company or any Subsidiary has (i) acquired sufficient Equity Interests of a Person to cause such Person to become a Subsidiary; (ii) acquired all or substantially all of the assets or operations, division or line of business of a Person; or (iii) disposed of one or more Subsidiaries (or disposed of all or substantially all of the assets or operations, division or line of business of a Subsidiary or other person), EBITDA shall be calculated after giving pro forma effect thereto as if all of such acquisitions and dispositions had occurred on the first day of such period.

B-3

“ Elevated Leverage Period ” is defined in Section 10.1.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Event of Default” is defined in Section 11.

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

“Financial Covenant” is defined in Section 10.10(a).

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“Funded Debt” means, without duplication, the sum of (a) the principal amount of all obligations of the Company and its Subsidiaries for borrowed money, (b) all purchase money Indebtedness of the Company and its Subsidiaries, (c) the principal portion of all obligations of the Company and its Subsidiaries under Capital Leases, (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 and (e) all Guaranty Obligations of the Company and its Subsidiaries other than Guaranty Obligations of the Notes and the Credit Agreement.

B-4

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means:

(a) the government of the United States of America or any state or other political subdivision thereof, or

(b) the government of any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(c) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

(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.

B-5

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalizes substances).

“Hedging Agreements” means, collectively, interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, in each case, entered into or purchased by the Company or any Subsidiary Guarantor.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

“Incremental Interest” is defined in Section 1.4.

“Indebtedness” of any 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;

B-6

(i) all net obligations of such Person in respect of Hedging Agreements;

(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) to the extent such transaction is effected without recourse to such Person.

The Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture to the extent such Indebtedness is recourse to such Person.

“INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of more than $2,000,000 in aggregate principal amount of the Notes at the time outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

“ Interest Coverage Ratio ” means, as of the last day of each fiscal quarter, the ratio of (a) EBIT for the period of four fiscal quarters ending on such date to (b) Interest Expense for the period of four fiscal quarters ending on such date.

“Interest Expense” means, for any period, with respect to the Company and its Subsidiaries on a consolidated basis, all interest expense including the interest component under Capital Leases, as determined in accordance with GAAP.

“Lenders” means the lending institutions identified as such in the Credit Agreement and their successors and assigns.

“Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) Funded Debt on such date to (b) EBITDA for the period of four fiscal quarters ending on such date.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Loan Agreement” is defined in Section 10.10(a).

B-7

“Make-Whole Amount” is defined in Section 8.7.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the ability of any Subsidiary Guarantor to perform its obligation under the Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement (including any Supplement), the Notes or the Subsidiary Guaranty.

“Memorandum” is defined in Section 5.3.

“Most Favored Lender Notice” means a written notice from the Company to each holder of the Notes delivered promptly, and in any event within 5 Business Days after the inclusion of any Financial Covenant or any event of default, definition or other provision relating to such Financial Covenant in a Loan Agreement (including by way of amendment or other modification of any existing provision thereof), pursuant to Section 10.10, by a Responsible Officer of the Company in reasonable detail, including reference to Section 10.10, a verbatim statement of such Financial Covenant, event of default, definition, or other provision relating to such Financial Covenant and related to explanatory calculations, as applicable.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC Annual Statement” is defined in Section 6.2(a).

“Net Income” means, for any period, the net income after taxes for such period of the Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP.

“Notes” is defined in Section 1.2.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx .

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Other Purchasers” is defined in Section 2.

“PAI” is defined in Section 10.6(e).

B-8

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Receivables Securitization Transaction” means any sale, factoring or securitization transaction involving accounts receivable (and related assets) that may be entered into by the Company or any Subsidiary Guarantor pursuant to which the Company or any Subsidiary Guarantor may sell, convey or otherwise transfer, or may grant a security interest in, any accounts receivable, whether existing on the date of this Agreement or arising thereafter) of the Company or any Subsidiary Guarantor, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all bank accounts specifically designated for the collection of such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such accounts receivable and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with sales, factoring or securitizations involving accounts receivable. Without limiting the foregoing, “Permitted 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 September 4, 2003 (Sweden), 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 4, 2003 (Norway), 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.

B-9

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Priority Debt” means, as of any date, the sum (without duplication) of (a) outstanding unsecured Indebtedness of Subsidiaries that are not Subsidiary Guarantors, and (b) Indebtedness of the Company and its Subsidiaries secured by Liens not otherwise permitted by Sections 10.4(a) through (k).

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“ Proposed Prepayment Date ” is defined in Section 8.3(c).

“Purchaser” means each purchaser listed in Schedule A.

“QPAM Exemption” is defined in Section 6.2(d).

“ Qualified Acquisition ” means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof) that involves the payment of consideration (including, without limitation, the assumption of Indebtedness) by the Company and/or its Subsidiaries in excess of $250,000,000.

“Required Holders” means, at any time, the holders of more than 50% in principal amount of the Notes of such series at the time outstanding (exclusive of Notes of such series then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Sale and Leaseback Transaction” means, with respect to the Company or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby the Company or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

B-10

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Senior Funded Debt” means any Funded Debt of the Company or any Subsidiary Guarantor, other than Funded Debt that is in any manner subordinated in right of payment or security in any respect to the Notes.

“Series 2018 Notes” is defined in Section 1.1.

“Source” is defined in Section 6.2.

“ State Sanctions List ” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries has more than a 50% equity interest at any time. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantor” means any Domestic Subsidiary of the Company that executes, or becomes a party to, the Subsidiary Guaranty.

“Subsidiary Guaranty” is defined in Section 1.3.

“Supplement” is defined in Section 1.2.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“this Agreement” or “the Agreement” is defined in Section 17.3.

B-11

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

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation, or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country, or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act, and any other OFAC Sanctions Program.

“Voting Stock” means all classes of the Equity Interests of such Person then outstanding and normally entitled to vote in the election of directors (or similar governing authority).

“Wholly Owned Subsidiary” means, at any time, any Subsidiary 100% of all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly Owned Subsidiaries at such time.

“Wholly Owned Subsidiary Guarantor” means, at any time, any Subsidiary Guarantor 100% of all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly Owned Subsidiary Guarantors at such time.

B-12

SCHEDULE 5.3

DISCLOSURE MATERIALS

(1)	Polaris Industries U.S. Private Placement Investor Presentation slides dated June 8, 2018.

(2)	Polaris Industries Inc. Annual Report to Shareholders for the fiscal year ended December 31, 2017.

(3)	Polaris Industries Inc. News Release dated April 24, 2018.

(4)	Polaris Industries Inc. News Release dated May 30, 2018.

Schedule 5.3

SUBSIDIARIES AND AFFILIATES

(a) Subsidiaries :

	Name	Jurisdiction	Type of Entity	Parent	Percentage Ownership	Guarantor under the Credit Agreement
First Tier Subsidiaries
1.	North 54 Insurance, Inc.	Hawaii	Corporation	Polaris Industries Inc. (MN)	100.00%	Yes
2.	Polaris Industries Inc.	Delaware	Corporation	Polaris Industries Inc. (MN)	100.00%	Yes
3.	Polaris Acceptance Inc.	Minnesota	Corporation	Polaris Industries Inc. (MN)	100.00%	Yes
Second Tier Subsidiaries
4.	Polaris Sales Inc.	Minnesota	Corporation	Polaris Industries Inc. (DE)	100.00%	Borrower
5.	Polaris Sales Mexico, S. de R.L. de C.V.	Mexico	Limited Liability Company	Polaris Industries Inc. (DE) Polaris Sales Inc.	99.00% 1.00%	No
6.	Primordial Inc.	Delaware	Corporation	Polaris Industries. (DE)	100.00%	No
7.	Taylor-Dunn Manufacturing Company	California	Corporation	Polaris Industries. (DE)	100.00%	No
8.	Indian Motorcycle Company	Delaware	Corporation	Polaris Industries Inc. (DE)	100.00%	Yes
9.	Indian Motorcycle International, LLC	Delaware	Limited Liability Company	Polaris Industries Inc. (DE)	100.00%	Yes
10.	TAP Automotive Holdings, LLC	Delaware	Limited Liability Company	Polaris Industries Inc. (DE)	100.00%	Yes
11.	Polaris Luxembourg I Sarl	Luxembourg	Sarl	Polaris Industries Inc. (DE)	100.00%	No
Third Tier Subsidiaries
12.	Boat Holdings, LLC	Delaware	Limited Liability Company	Polaris Sales Inc.	100.00%	Yes
13.	TAP Worldwide, LLC	Delaware	Limited Liability Company	Polaris Sales Inc.	100.00%	No
14.	Polaris Experience, LLC	Minnesota	Limited Liability Company	Polaris Sales Inc.	100.00%	No

Name

Jurisdiction

Type of Entity

Parent

Percentage

Ownership

Guarantor under the

Credit Agreement

15.	Polaris Sales Europe Inc.	Minnesota	Corporation	Polaris Sales Inc.	100.00%	Yes
16.	Teton Outfitters, LLC	Idaho	Limited Liability Company	Polaris Sales Inc.	100.00%	Yes
17.	Polaris Sales Australia Pty Ltd.	Australia	Corporation	Polaris Sales Inc.	100.00%	No
18.	Premier O.E.M. Inc.	Wisconsin	Corporation	Polaris Sales Inc.	100.00%	No
19.	Polaris Industries Holdco LP	Cayman Islands	Limited Partnership	Polaris Sales Inc. Polaris Industries LLC	99.99% 0.01%	No
20.	Polaris Industries LLC	Delaware	Limited Liability Company	Polaris Sales Inc.	100.00%	No
21.	Polaris Direct Inc.	Minnesota	Corporation	Polaris Sales Inc.	100.00%	Yes
22.	Indian Motorcycle USA, LLC	Delaware	Limited Liability Company	Indian Motorcycle International, LLC	100.00%	Yes
23.	TAP Manufacturing, LLC	Delaware	Limited Liability Company	TAP Automotive Holdings, LLC	100.00%	No
24.	TAP Off Road Investment Company, Ltd.	Hong Kong	Corporation	TAP Automotive Holdings, LLC	100.00%	No
25.	Polaris Luxembourg II Sarl	Luxembourg	Sarl	Polaris Luxembourg I Sarl	100.00%	No
Fourth Tier Subsidiaries
26.	Highwater Marine LLC	Delaware	Limited Liability Company	Boat Holdings, LLC	100.00%	Yes
27.	Pontoon Boat, LLC	Delaware	Limited Liability Company	Boat Holdings, LLC	100.00%	Yes
28.	Transamerican (NINBGO) Automotive Technology Company Ltd.	China	WFOE	TAP Worldwide, LLC	100.00%	No
29.	Polaris Events, LLC	Minnesota	Limited Liability Company	Polaris Experience, LLC	100.00%	No
30.	swissauto powersport llc	Switzerland	LLC	Polaris Sales Europe Inc.	100.00%	No

Name

Jurisdiction

Type of Entity

Parent

Percentage

Ownership

Guarantor under the

Credit Agreement

31.	KLIM Europe Aps	Denmark	Pvt. Ltd. Co	Teton Outfitters, LLC	100.00%	No
32.	Victory Motorcycles Australia Pty Ltd.	Australia	Corporation	Polaris Sales Australia Pty Ltd.	100.00%	No
33.	Polaris Britain Limited	United Kingdom	Corporation	Polaris Industries Holdco LP	100.00%	No
34.	Polaris Finance Co Sarl	Luxembourg	Sarl	Polaris Industries Holdco LP	100.00%	No
35.	Polaris India Private Ltd.	India	Private Limited Company	Polaris Industries Holdco LP Polaris APLA Holdco Pte Ltd.	70.00% 30.00%	No
36.	Polaris APLA Holdco Pte Ltd.	Singapore	Private Limited Company	Polaris Industries Holdco LP	100.00%	No
37.	Polaris of Brazil Import and Trade of Vehicles and Motorcycles LLC	Brazil	Limited Liability Company	Polaris Industries Holdco LP Polaris APLA Holdco Pte Ltd. Polaris Industries Inc. [DE]	70.009998% 29.989999% .000003%	No
38.	Polaris Canada Holdco LP	Canada	Limited Partnership	Polaris Luxembourg II Polaris Luxembourg I	99.999999% .000001%	No
Fifth Tier Subsidiaries
39.	Polaris Scandinavia AB	Sweden	Corporation	Polaris Britain Limited	100.00%	No
40.	Polaris Sales Spain, S.L.	Spain	SL	Polaris Britain Limited	100.00%	No4
41.	Polaris EMEA Support Center S.p. z.oo	Poland	Sp z oo	Polaris Britain Limited Polaris Germany GmbH	99.00% 1.00%	No
42.	Polaris Germany GmbH	Germany	GmbH	Polaris Britain Limited	100.00%	No
43.	Polaris France Holdco SNC	France	SNC	Polaris Britain Limited Polaris Germany GmbH	99.90% .10%	No
44.	Polaris Sales Europe Sarl	Switzerland	Sarl	Polaris Britain Limited	100.00%	Borrower
45.	Polaris Finland Oy	Finland	Limited Liability Company	Polaris Britain Limited	100.00%	No
46.	Polaris Poland Sp. z o.o.	Poland	Limited Liability Company	Polaris Finance Co Sarl	100.00%	No
47.	Northstar Precision (Vietnam) Co Limited	Vietnam	Limited Liability Company	Polaris APLA Holdco Pte. Ltd	80.1%	No

Name

Jurisdiction

Type of Entity

Parent

Percentage

Ownership

Guarantor under the

Credit Agreement

48.	HH Investment Limited	Hong Kong		Polaris APLA Holdco Pte. Ltd	100.00%	No
49.	Polaris Limited China	China	WFOE	Polaris APLA Holdco Pte. Ltd	100.00%	No
50.	Polaris Industries Ltd.	Canada	Corporation	Polaris Canada Holdco LP	100.00%	No
Sixth Tier Subsidiaries
51.	Polaris Norway AS	Norway	Corporation	Polaris Scandinavia AB	100.00%	No
52.	Goupil Industrie S.A.	France	Corporation	Polaris France Holdco SNC	100.00%	No
53.	A.M. Holding S.A.S.	France	Corporation	Polaris France Holdco SNC	100.00%	No
54.	Polaris France	France	S.A.S.	Polaris France Holdco SNC	100.00%	No
55.	North Pole Star, S. de R.L. de C.V.	Mexico	Limited Liability Company	Polaris Sales Europe Sarl Polaris France	99.00% 1.00%	No
56.	KLIM Europe Sarl	Switzerland	Sarl	Polaris Sales Europe Sarl	100.00%	No
57.	Shanghai Yi Xing Power Technology Co. Ltd.	China	WFOE	HH Investment Limited	100.00%	No
58.	TAP Automotive Holdings Canada, Inc.	Canada	Corporation	Polaris Industries Ltd.	100.00%	No
Seventh Tier Subsidiaries
59.	FAM SAS	France	SAS	A.M. Holding S.A.S.	100.00%	No
60.	Aixam-Mega S.A.S.	France	SAS	A.M. Holding S.A.S.	100.00%	No
Eighth Tier Subsidiaries
61.	Aixam Immobilier S.A.S.	France	SAS	Aixam-Mega S.A.S.	100.00%	No
62.	Mega Production S.A.	France	SA	Aixam-Mega S.A.S.	100.00%	No
63.	Aixam Production SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	No
64.	Carmax SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	No
65.	Carmetal SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	No
66.	Compagnie Industrielle du Vercors SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	No

Schedule 5.4

Name

Jurisdiction

Type of Entity

Parent

Percentage

Ownership

Guarantor under the

Credit Agreement

67.	Aixam Mega Engineering SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	No
68.	Aixam Mega Nederland BV	Netherlands	BV	Aixam-Mega S.A.S.	100.00%	No
69.	Aixam Lusitana Sociedade De Comercializacae de Automoveis, S.A.	Portugal	S.A. Sociedade anonima	Aixam-Mega S.A.S.	100.00%	No
70.	Aixam Mega Ltd.	United Kingdom	Corporation	Aixam-Mega S.A.S.	100.00%	No
71.	Aixam Mega Italia S.R.L.	Italy	Societa a responsabilita limitata	Aixam-Mega S.A.S.	100.00%	No
72.	AIXAM Mega GmbH	Austria	GmbH	Aixam-Mega S.A.S.	100.00%	No
73.	Aixam-Mega Iberica S.L.	Spain	S.L. Sociedad unipersonal	Aixam-Mega S.A.S.	100.00%	No
Ninth Tier Subsidiary
74.	SCI GEB	France	Civil company	Aixam Immobilier S.A.S.	100.00%	No

(b) Affiliates :

1. Polaris Acceptance, an Illinois general partnership in which Polaris Acceptance Inc. owns a 50% interest.

2. Eicher Polaris Private Ltd., a limited liability company organized under the laws of India in which Polaris Industries Inc. [DE] owns a 50% equity interest.

3. BAIC TAP Off-Road Vehicle Technology Company Ltd., a limited liability company organized under the laws of China in which TAP Off Road Investment Company, Ltd., a Hong Kong corporation, owns a 25% equity interest.

George W. Bilicic

Annette K. Clayton

Kevin M. Farr

Gary E. Hendrickson

Gwenne A. Henricks

Bernd F. Kessler

Lawrence D. Kingsley

John P. Wiehoff

Scott W. Wine

Schedule 5.4

(d) Senior Officers :

	Scott W. Wine	Chief Executive Officer
	Kenneth J. Pucel	Executive Vice President–Global Operations, Engineering and Lean
	Michael T. Speetzen	Executive Vice President - Finance and Chief Financial Officer
	Lucy Clark Dougherty	Senior Vice President–Legal, General Counsel, and Secretary
	Michael D. Dougherty	President–International
	Michael Donoughe	Senior Vice President–Chief Technology Officer
	Stephen L. Eastman	President–Parts, Garments and Accessories
	Matthew Emmerich	Vice President and Chief Information Officer
	Robert P. Mack	Senior Vice President–Corporate Development and Strategy and President-Adjacent Markets
	Steven D. Menneto	President–Motorcycles
	Christopher Musso	President–Off-Road Vehicles
	Craig Scanlon	President–TAP
	James P. Williams	Senior Vice President–Chief Human Resources Officer
	Christopher Wolf	President-Snowmobiles

(d) Restrictions on Dividends :

(1) Reference is made to the Credit Agreement.

Schedule 5.4

SCHEDULE 5.5

FINANCIAL STATEMENTS

(1)

Consolidated balance sheets as of December 31, 2017 and 2016, consolidated statements of income for the years ended December 31, 2017, 2016 and 2015, consolidated statements of comprehensive income for the years ended December 31, 2017, 2016 and 2015, consolidated statements of shareholders’ equity for the years ended December 31, 2017, 2016 and 2015 and consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015.

(2)

Consolidated balance sheets (unaudited) as of March 31, 2018, consolidated statements of income (loss) (unaudited) for the three months ended March 31, 2018 and March 31, 2017, consolidated statements of comprehensive income (unaudited) for the three months ended March 31, 2018 and March 31, 2017 and consolidated statements of cash flows (unaudited) for the three months ended March 31, 2018 and March 31, 2017.

Schedule 5.5

SCHEDULE 5.14

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used to fund part of the purchase price for the Company’s acquisition of Boat Holdings, LLC.

Schedule 5.14

SCHEDULE 5.15

EXISTING INDEBTEDNESS

5.15(a)

(1) Project Development Agreement between the city of Huntsville, Alabama, Limestone County, and Polaris Industries Inc. with respect to $10,874,000.

(2) The following Surety Bonds:

Bond Number(s)	Principal(s)	Individual Surety Liability Amount	Bond Type	Obligee(s)	Original Inception Date	Bond Effective Date	Bond Expiration Date	Surety(s)
105366063	Polaris Sales Inc.	50,000.00	Motor Vehicle Dealer	State of North Carolina, Department of Transportation	6/14/2010	6/14/2017	6/14/2018	Travelers Casualty and Surety Company of America
105695451	Polaris Industries Inc.	10,000.00	Right of Way	United States of America	10/1/2012	10/1/2017	10/1/2018	Travelers Casualty and Surety Company of America
105741563	Polaris Sales Inc.	65,000.00	Other Miscellaneous	Commonwealth of Virginia	8/15/2013	8/15/2017	8/15/2018	Travelers Casualty and Surety Company of America
190033650	Polaris Industries Inc.	7,891,622.00	Self Insurer Workers Compensation	State of Minnesota	9/2/2016	9/2/2017	9/2/2018	Liberty Mutual Insurance Company
190033708	Polaris Industries Inc.	25,000.00	Motor Vehicle Dealer	State of Indiana, Secretary of State	8/4/2016	8/4/2017	8/4/2018	Liberty Mutual Insurance Company
190033748	Polaris Industries Inc., Polaris Sales, Inc., Polaris Industries Manufacturing, LLC and Resilient Technologies, LLC	1,000,000.00	Self Insurer Workers Compensation	State of Wisconsin	7/1/2017	7/1/2017	7/1/2018	Liberty Mutual Insurance Company
190038553	Polaris Industries Inc.	100,000.00	Motor Vehicle Dealer	State of Maryland, Administrator of Motor Vehicles	9/22/2017	9/22/2017	9/22/2018	Liberty Mutual Insurance Company
190038554	Polaris Sales, Inc., a division of Polaris Industries, Inc.	25,000.00	Motor Vehicle Dealer	State of Indiana - Dealer Division	9/17/2017	9/17/2017	9/17/2018	Liberty Mutual Insurance Company
190038560	Indian Motorcycle Company	25,000.00	Motor Vehicle Dealer	Maryland Motor Vehicle Administration - Glen	11/28/2017	11/28/2017	11/28/2018	Liberty Mutual Insurance Company
190038561	Polaris Sales, Inc.	5,000.00	Motor Vehicle Dealer	State of Nevada	11/11/2017	11/11/2017	11/11/2018	Liberty Mutual Insurance Company
190038574	Indian Motorcycle Company	50,000.00	Motor Vehicle Dealer	Minnesota Department of Public Safety	1/22/2018	1/22/2018	1/22/2019	Liberty Mutual Insurance Company
190038575	Polaris Industries Inc.	10,000.00	Airlines Reporting Corporation	Airlines Reporting Corporation	1/7/2018	1/7/2018	1/7/2019	Liberty Mutual Insurance Company
190038576	Polaris Industries Inc.	3,315,000.00	Self Insurer Workers Compensation	Insurance Division of Iowa	1/1/2018	1/1/2018	1/1/2019	Liberty Mutual Insurance Company
190038582	Polaris Industries Inc. dba Victory Motorcycles USA	50,000.00	Miscellaneous Indemnity	State of California	12/14/2017	12/14/2017	12/14/2018	Liberty Mutual Insurance Company
190038585	Polaris Industries Inc.	50,000.00	Motor Vehicle Dealer	State of Minnesota	2/21/2018	2/21/2018	2/21/2019	Liberty Mutual Insurance Company
105366048	Polaris Sales Inc.	100,000.00	Motor Vehicle Dealer	Administrator of Motor Vehicles, State of Maryland	4/1/2010	4/1/2017	4/1/2018	Travelers Casualty and Surety Company of America
105366050	Polaris Industries Inc.	30,000.00	Motor Vehicle Dealer	State of Kansas	4/1/2010	4/1/2017	4/1/2018	Travelers Casualty and Surety Company of America

(3) The following foreign currency hedge contracts.

The fair value of these currency contacts as of March 31, 2018 is a net liability $ 5,264,377.

Canadian Dollar
Amount	Bank	Type	Contract Date	Spot Rate		Settlement Date	Contract Rate		US $$ Amount
900,000	BMO	forward	6/30/2017		0.7700	4/30/2018		0.7726	$	695,295
900,000	BMO	option	6/30/2017		0.7700	4/30/2018		0.7725	$	695,295
900,000	US BANK	forward	6/29/2017		0.7700	4/30/2018		0.7724	$	695,141
900,000	US BANK	option	6/29/2017		0.7700	4/30/2018		0.7724	$	695,141
650,000	Fifth Third	forward	7/21/2017		0.7975	4/30/2018		0.7995	$	519,667
650,000	Fifth Third	option	7/21/2017		0.7975	4/30/2018		0.7995	$	519,667
650,000	JPM	forward	7/21/2017		0.7973	4/30/2018		0.7994	$	519,626
650,000	JPM	option	7/21/2017		0.7973	4/30/2018		0.7994	$	519,626
1,000,000	WELLS	forward	9/1/2017		0.8050	4/30/2018		0.8050	$	805,023
1,000,000	WELLS	option	9/1/2017		0.8050	4/30/2018		0.8050	$	805,023
1,000,000	BTMU	forward	9/6/2017		0.8177	4/30/2018		0.8178	$	817,795
1,000,000	BTMU	option	9/6/2017		0.8177	4/30/2018		0.8178	$	817,795
1,000,000	PNC	forward	9/6/2017		0.8173	4/30/2018		0.8175	$	817,528
1,000,000	PNC	option	9/6/2017		0.8173	4/30/2018		0.8175	$	817,528
2,200,000	BOA	forward	1/24/2018		0.8084	4/30/2018		0.8091	$	1,779,935
2,200,000	BOA	option	1/24/2018		0.8084	4/30/2018		0.8091	$	1,779,935
1,000,000	BTMU	forward	1/24/2018		0.8101	4/30/2018		0.8106	$	810,636
1,000,000	BTMU	option	1/24/2018		0.8101	4/30/2018		0.8106	$	810,636
1,000,000	BOTW	forward	1/24/2018		0.8089	4/30/2018		0.8095	$	809,520
1,000,000	BOTW	option	1/24/2018		0.8089	4/30/2018		0.8095	$	809,520
1,050,000	BMO	forward	6/30/2017		0.7700	5/31/2018		0.7728	$	811,388
1,050,000	BMO	option	6/30/2017		0.7700	5/31/2018		0.7727	$	811,387
1,050,000	US BANK	forward	6/29/2017		0.7700	5/31/2018		0.7724	$	811,061
1,050,000	US BANK	option	6/29/2017		0.7700	5/31/2018		0.7724	$	811,061
700,000	Fifth Third	forward	7/21/2017		0.7975	5/31/2018		0.7996	$	559,731
700,000	Fifth Third	option	7/21/2017		0.7975	5/31/2018		0.7996	$	559,731
700,000	JPM	forward	7/21/2017		0.7973	5/31/2018		0.7996	$	559,687
700,000	JPM	option	7/21/2017		0.7973	5/31/2018		0.7996	$	559,687
1,100,000	WELLS	forward	9/1/2017		0.8050	5/31/2018		0.8050	$	885,526
1,100,000	WELLS	option	9/1/2017		0.8050	5/31/2018		0.8050	$	885,526
1,200,000	BTMU	forward	9/6/2017		0.8177	5/31/2018		0.8177	$	981,274
1,200,000	BTMU	option	9/6/2017		0.8177	5/31/2018		0.8177	$	981,274
1,200,000	PNC	forward	9/6/2017		0.8173	5/31/2018		0.8175	$	980,953
1,200,000	PNC	option	9/6/2017		0.8173	5/31/2018		0.8175	$	980,953
1,000,000	PNC	forward	1/5/2018		0.8058	5/31/2018		0.8066	$	806,582
1,000,000	PNC	option	1/5/2018		0.8058	5/31/2018		0.8066	$	806,582
1,500,000	BOA	forward	1/24/2018		0.8084	5/31/2018		0.8093	$	1,213,887
1,500,000	BOA	option	1/24/2018		0.8084	5/31/2018		0.8093	$	1,213,887
1,000,000	BTMU	forward	1/24/2018		0.8101	5/31/2018		0.8108	$	810,767
1,000,000	BTMU	option	1/24/2018		0.8101	5/31/2018		0.8108	$	810,767
1,000,000	BOTW	forward	1/24/2018		0.8089	5/31/2018		0.8098	$	809,782
1,000,000	BOTW	option	1/24/2018		0.8089	5/31/2018		0.8098	$	809,782
950,000	BMO	forward	6/30/2017		0.7700	6/29/2018		0.7729	$	734,274
950,000	BMO	option	6/30/2017		0.7700	6/29/2018		0.7729	$	734,274
950,000	US BANK	forward	6/29/2017		0.7700	6/29/2018		0.7724	$	733,817
950,000	US BANK	option	6/29/2017		0.7700	6/29/2018		0.7724	$	733,817
700,000	Fifth Third	forward	7/21/2017		0.7975	6/29/2018		0.7997	$	559,821
700,000	Fifth Third	option	7/21/2017		0.7975	6/29/2018		0.7997	$	559,821
700,000	JPM	forward	7/21/2017		0.7973	6/29/2018		0.7997	$	559,776
700,000	JPM	option	7/21/2017		0.7973	6/29/2018		0.7997	$	559,776
1,100,000	WELLS	forward	9/1/2017		0.8050	6/29/2018		0.8050	$	885,526
1,100,000	WELLS	option	9/1/2017		0.8050	6/29/2018		0.8050	$	885,526
1,100,000	BTMU	forward	9/6/2017		0.8177	6/29/2018		0.8177	$	899,428
1,100,000	BTMU	option	9/6/2017		0.8177	6/29/2018		0.8177	$	899,428
1,100,000	PNC	forward	9/6/2017		0.8173	6/29/2018		0.8174	$	899,134
1,100,000	PNC	option	9/6/2017		0.8173	6/29/2018		0.8174	$	899,134
1,000,000	BOA	forward	1/24/2018		0.8084	6/29/2018		0.8095	$	809,454
1,000,000	BOA	option	1/24/2018		0.8084	6/29/2018		0.8095	$	809,454
1,000,000	BTMU	forward	1/24/2018		0.8101	6/29/2018		0.8108	$	810,833
1,000,000	BTMU	option	1/24/2018		0.8101	6/29/2018		0.8108	$	810,833
1,000,000	BOTW	forward	1/24/2018		0.8089	6/29/2018		0.8099	$	809,913
1,000,000	BOTW	option	1/24/2018		0.8089	6/29/2018		0.8099	$	809,913
750,000	Fifth Third	forward	7/21/2017		0.7975	7/31/2018		0.7999	$	599,904
750,000	Fifth Third	option	7/21/2017		0.7975	7/31/2018		0.7999	$	599,904
750,000	JPM	forward	7/21/2017		0.7973	7/31/2018		0.7997	$	599,808
750,000	JPM	option	7/21/2017		0.7973	7/31/2018		0.7997	$	599,808
1,050,000	WELLS	forward	9/1/2017		0.8050	7/31/2018		0.8050	$	845,275
1,050,000	WELLS	option	9/1/2017		0.8050	7/31/2018		0.8050	$	845,275
1,050,000	BMO	forward	9/1/2017		0.8050	7/31/2018		0.8058	$	846,099
1,050,000	BMO	option	9/1/2017		0.8050	7/31/2018		0.8058	$	846,099
600,000	BTMU	forward	9/6/2017		0.8177	7/31/2018		0.8175	$	490,517
600,000	BTMU	option	9/6/2017		0.8177	7/31/2018		0.8175	$	490,517
600,000	BOTW	forward	9/6/2017		0.8180	7/31/2018		0.8176	$	490,557
600,000	BOTW	option	9/6/2017		0.8180	7/31/2018		0.8176	$	490,557
750,000	Fifth Third	forward	1/5/2018		0.8058	7/31/2018		0.8075	$	605,620
750,000	Fifth Third	option	1/5/2018		0.8058	7/31/2018		0.8075	$	605,620
1,000,000	BOA	forward	1/24/2018		0.8084	7/31/2018		0.8096	$	809,585
1,000,000	BOA	option	1/24/2018		0.8084	7/31/2018		0.8096	$	809,585
1,250,000	Fifth Third	forward	7/21/2017		0.7975	8/31/2018		0.8000	$	1,000,000
1,250,000	Fifth Third	option	7/21/2017		0.7975	8/31/2018		0.8000	$	1,000,000
1,250,000	JPM	forward	7/21/2017		0.7973	8/31/2018		0.7999	$	999,840
1,250,000	JPM	option	7/21/2017		0.7973	8/31/2018		0.7999	$	999,840
1,000,000	WELLS	forward	9/1/2017		0.8050	8/31/2018		0.8050	$	805,023
1,000,000	WELLS	option	9/1/2017		0.8050	8/31/2018		0.8050	$	805,023
1,000,000	BMO	forward	9/1/2017		0.8050	8/31/2018		0.8058	$	805,789
1,000,000	BMO	option	9/1/2017		0.8050	8/31/2018		0.8058	$	805,789
900,000	BTMU	forward	9/6/2017		0.8177	8/31/2018		0.8173	$	735,595
900,000	BTMU	option	9/6/2017		0.8177	8/31/2018		0.8173	$	735,595
900,000	BOTW	forward	9/6/2017		0.8180	8/31/2018		0.8175	$	735,715
900,000	BOTW	option	9/6/2017		0.8180	8/31/2018		0.8175	$	735,715
2,000,000	PNC	forward	1/5/2018		0.8058	8/31/2018		0.8070	$	1,614,075
2,000,000	PNC	option	1/5/2018		0.8058	8/31/2018		0.8070	$	1,614,075
2,200,000	Fifth Third	forward	1/5/2018		0.8058	8/31/2018		0.8077	$	1,776,916
2,200,000	Fifth Third	option	1/5/2018		0.8058	8/31/2018		0.8077	$	1,776,916
2,000,000	BOA	forward	1/24/2018		0.8084	8/31/2018		0.8098	$	1,619,564
2,000,000	BOA	option	1/24/2018		0.8084	8/31/2018		0.8098	$	1,619,564
2,000,000	BTMU	forward	1/24/2018		0.8101	8/31/2018		0.8112	$	1,622,323
2,000,000	BTMU	option	1/24/2018		0.8101	8/31/2018		0.8112	$	1,622,323
2,000,000	BOTW	forward	1/24/2018		0.8089	8/31/2018		0.8104	$	1,620,877
2,000,000	BOTW	option	1/24/2018		0.8089	8/31/2018		0.8104	$	1,620,877
1,400,000	Fifth Third	forward	7/21/2017		0.7975	9/28/2018		0.8001	$	1,120,179
1,400,000	Fifth Third	option	7/21/2017		0.7975	9/28/2018		0.8001	$	1,120,179
1,400,000	JPM	forward	7/21/2017		0.7973	9/28/2018		0.8000	$	1,120,000
1,400,000	JPM	option	7/21/2017		0.7973	9/28/2018		0.8000	$	1,120,000
2,650,000	WELLS	forward	9/1/2017		0.8050	9/28/2018		0.8050	$	2,133,312
2,650,000	WELLS	option	9/1/2017		0.8050	9/28/2018		0.8050	$	2,133,312
2,650,000	BMO	forward	9/1/2017		0.8050	9/28/2018		0.8058	$	2,135,271
2,650,000	BMO	option	9/1/2017		0.8050	9/28/2018		0.8058	$	2,135,271
1,300,000	BTMU	forward	9/6/2017		0.8177	9/28/2018		0.8171	$	1,062,265
1,300,000	BTMU	option	9/6/2017		0.8177	9/28/2018		0.8171	$	1,062,265
1,300,000	US Bank	forward	9/6/2017		0.8177	9/28/2018		0.8173	$	1,062,439
1,300,000	US Bank	option	9/6/2017		0.8177	9/28/2018		0.8173	$	1,062,439
2,000,000	PNC	forward	1/5/2018		0.8058	9/28/2018		0.8071	$	1,614,205
2,000,000	PNC	option	1/5/2018		0.8058	9/28/2018		0.8071	$	1,614,205
2,200,000	Fifth Third	forward	1/5/2018		0.8058	9/28/2018		0.8078	$	1,777,203
2,200,000	Fifth Third	option	1/5/2018		0.8058	9/28/2018		0.8078	$	1,777,203
1,400,000	BOA	forward	1/24/2018		0.8084	9/28/2018		0.8098	$	1,133,787
1,400,000	BOA	option	1/24/2018		0.8084	9/28/2018		0.8098	$	1,133,787
1,000,000	BTMU	forward	1/24/2018		0.8101	9/28/2018		0.8112	$	811,227
1,000,000	BTMU	option	1/24/2018		0.8101	9/28/2018		0.8112	$	811,227
1,000,000	BOTW	forward	1/24/2018		0.8089	9/28/2018		0.8106	$	810,570
1,000,000	BOTW	option	1/24/2018		0.8089	9/28/2018		0.8106	$	810,570
2,000,000	JPM	forward	9/6/2017		0.8170	10/31/2018		0.8163	$	1,632,653
2,000,000	JPM	option	9/6/2017		0.8170	10/31/2018		0.8163	$	1,632,653
1,500,000	PNC	forward	1/5/2018		0.8058	10/31/2018		0.8072	$	1,210,849
1,500,000	PNC	option	1/5/2018		0.8058	10/31/2018		0.8072	$	1,210,849
2,000,000	Fifth Third	forward	1/5/2018		0.8058	10/31/2018		0.8080	$	1,615,900
2,000,000	Fifth Third	option	1/5/2018		0.8058	10/31/2018		0.8080	$	1,615,900
1,000,000	BOA	forward	1/24/2018		0.8084	10/31/2018		0.8100	$	810,045
1,000,000	BOA	option	1/24/2018		0.8084	10/31/2018		0.8100	$	810,045
1,500,000	BTMU	forward	1/24/2018		0.8101	10/31/2018		0.8114	$	1,217,039
1,500,000	BTMU	option	1/24/2018		0.8101	10/31/2018		0.8114	$	1,217,039
1,500,000	BOTW	forward	1/24/2018		0.8089	10/31/2018		0.8108	$	1,216,150
1,500,000	BOTW	option	1/24/2018		0.8089	10/31/2018		0.8108	$	1,216,150
1,500,000	JPM	forward	9/6/2017		0.8170	11/30/2018		0.8161	$	1,224,190
1,500,000	JPM	option	9/6/2017		0.8170	11/30/2018		0.8161	$	1,224,190
2,000,000	PNC	forward	1/5/2018		0.8058	11/30/2018		0.8073	$	1,614,596
2,000,000	PNC	option	1/5/2018		0.8058	11/30/2018		0.8073	$	1,614,596
2,000,000	Fifth Third	forward	1/5/2018		0.8058	11/30/2018		0.8081	$	1,616,292
2,000,000	Fifth Third	option	1/5/2018		0.8058	11/30/2018		0.8081	$	1,616,292
1,000,000	BOA	forward	1/24/2018		0.8084	11/30/2018		0.8102	$	810,176
1,000,000	BOA	option	1/24/2018		0.8084	11/30/2018		0.8102	$	810,176
1,500,000	BTMU	forward	1/24/2018		0.8101	11/30/2018		0.8114	$	1,217,137
1,500,000	BTMU	option	1/24/2018		0.8101	11/30/2018		0.8114	$	1,217,137
1,500,000	BOTW	forward	1/24/2018		0.8089	11/30/2018		0.8110	$	1,216,545
1,500,000	BOTW	option	1/24/2018		0.8089	11/30/2018		0.8110	$	1,216,545
600,000	JPM	forward	9/6/2017		0.8170	12/31/2018		0.8159	$	489,556
600,000	JPM	option	9/6/2017		0.8170	12/31/2018		0.8159	$	489,556
1,500,000	BOA	forward	1/24/2018		0.8084	12/31/2018		0.8103	$	1,215,461
1,500,000	BOA	option	1/24/2018		0.8084	12/31/2018		0.8103	$	1,215,461
1,000,000	BTMU	forward	1/24/2018		0.8101	12/31/2018		0.8115	$	811,491
1,000,000	BTMU	option	1/24/2018		0.8101	12/31/2018		0.8115	$	811,491
1,000,000	BOTW	forward	1/24/2018		0.8089	12/31/2018		0.8112	$	811,162
1,000,000	BOTW	option	1/24/2018		0.8089	12/31/2018		0.8112	$	811,162

Schedule 5.15

Australian Dollar
Amount	Bank	Type	Contract Date	Spot Rate		Settlement Date	Contract Rate		US $$ Amount
760,000	USBANK	Forward	6/30/2017		0.7700	4/30/2018		0.7668	$	582,768
760,000	USBANK	Option	6/30/2017		0.7700	4/30/2018		0.7668	$	582,768
240,000	USBANK	Forward	7/21/2017		0.7912	4/30/2018		0.7882	$	189,168
240,000	USBANK	Option	7/21/2017		0.7912	4/30/2018		0.7882	$	189,168
500,000	USBANK	Forward	9/8/2017		0.8050	4/30/2018		0.8022	$	401,100
500,000	USBANK	Option	9/8/2017		0.8050	4/30/2018		0.8022	$	401,100
1,040,000	USBANK	Forward	6/30/2017		0.7700	5/31/2018		0.7664	$	797,056
1,040,000	USBANK	Option	6/30/2017		0.7700	5/31/2018		0.7664	$	797,056
330,000	USBANK	Forward	7/21/2017		0.7912	5/31/2018		0.7878	$	259,974
330,000	USBANK	Option	7/21/2017		0.7912	5/31/2018		0.7878	$	259,974
700,000	USBANK	Forward	9/8/2017		0.8050	5/31/2018		0.8018	$	561,260
700,000	USBANK	Option	9/8/2017		0.8050	5/31/2018		0.8018	$	561,260
560,000	USBANK	Forward	6/30/2017		0.7700	6/29/2018		0.7661	$	429,016
560,000	USBANK	Option	6/30/2017		0.7700	6/29/2018		0.7661	$	429,016
810,000	USBANK	Forward	7/21/2017		0.7912	6/29/2018		0.7875	$	637,875
810,000	USBANK	Option	7/21/2017		0.7912	6/29/2018		0.7875	$	637,875
700,000	USBANK	Forward	9/8/2017		0.8050	6/29/2018		0.8014	$	560,980
700,000	USBANK	Option	9/8/2017		0.8050	6/29/2018		0.8014	$	560,980
590,000	USBANK	Forward	7/21/2017		0.7912	7/31/2018		0.7872	$	464,448
590,000	USBANK	Option	7/21/2017		0.7912	7/31/2018		0.7872	$	464,448
200,000	USBANK	Forward	9/8/2017		0.8050	7/31/2018		0.8010	$	160,200
200,000	USBANK	Option	9/8/2017		0.8050	7/31/2018		0.8010	$	160,200
500,000	USBANK	Forward	12/28/2017		0.7800	7/31/2018		0.7792	$	389,600
500,000	USBANK	Option	12/28/2017		0.7800	7/31/2018		0.7792	$	389,600
1,000,000	USBANK	Forward	1/24/2018		0.8060	7/31/2018		0.8057	$	805,700
1,000,000	USBANK	Option	1/24/2018		0.8060	7/31/2018		0.8057	$	805,700
280,000	USBANK	Forward	7/21/2017		0.7912	8/31/2018		0.7868	$	220,304
280,000	USBANK	Option	7/21/2017		0.7912	8/31/2018		0.7868	$	220,304
300,000	USBANK	Forward	9/8/2017		0.8050	8/31/2018		0.8006	$	240,180
300,000	USBANK	Option	9/8/2017		0.8050	8/31/2018		0.8006	$	240,180
500,000	USBANK	Forward	12/28/2017		0.7800	8/31/2018		0.7792	$	389,600
500,000	USBANK	Option	12/28/2017		0.7800	8/31/2018		0.7792	$	389,600
1,000,000	USBANK	Forward	1/24/2018		0.8060	8/31/2018		0.8057	$	805,700
1,000,000	USBANK	Option	1/24/2018		0.8060	8/31/2018		0.8057	$	805,700
380,000	USBANK	Forward	7/21/2017		0.7912	9/28/2018		0.7865	$	298,870
380,000	USBANK	Option	7/21/2017		0.7912	9/28/2018		0.7865	$	298,870
230,000	USBANK	Forward	9/8/2017		0.8050	9/28/2018		0.8002	$	184,046
230,000	USBANK	Option	9/8/2017		0.8050	9/28/2018		0.8002	$	184,046
500,000	USBANK	Forward	12/28/2017		0.7800	9/28/2018		0.7792	$	389,600
500,000	USBANK	Option	12/28/2017		0.7800	9/28/2018		0.7792	$	389,600
1,000,000	USBANK	Forward	1/24/2018		0.8060	9/28/2018		0.8057	$	805,700
1,000,000	USBANK	Option	1/24/2018		0.8060	9/28/2018		0.8057	$	805,700
400,000	USBANK	Forward	12/28/2017		0.7800	10/31/2018		0.7792	$	311,680
400,000	USBANK	Option	12/28/2017		0.7800	10/31/2018		0.7792	$	311,680
1,000,000	USBANK	Forward	1/24/2018		0.8060	10/31/2018		0.8058	$	805,800
1,000,000	USBANK	Option	1/24/2018		0.8060	10/31/2018		0.8058	$	805,800
400,000	USBANK	Forward	12/28/2017		0.7800	11/30/2018		0.7792	$	311,680
400,000	USBANK	Option	12/28/2017		0.7800	11/30/2018		0.7792	$	311,680
1,200,000	USBANK	Forward	1/24/2018		0.8060	11/30/2018		0.8058	$	966,960
1,200,000	USBANK	Option	1/24/2018		0.8060	11/30/2018		0.8058	$	966,960
400,000	USBANK	Forward	12/28/2017		0.7800	12/31/2018		0.7791	$	311,640
400,000	USBANK	Option	12/28/2017		0.7800	12/31/2018		0.7791	$	311,640
1,200,000	USBANK	Forward	1/24/2018		0.8060	12/31/2018		0.8059	$	967,080
1,200,000	USBANK	Option	1/24/2018		0.8060	12/31/2018		0.8059	$	967,080

Schedule 5.15

Mexican Peso
Amount	Bank	Type	Contract Date	Spot Rate		Settlement Date	Contract Rate		US $$ Amount
9,700,000	BTMU	forward	10/16/2017		19.0000	4/10/2018		19.5260	$	496,774
9,700,000	Fifth Third	forward	12/21/2017		19.5000	4/10/2018		19.8237	$	489,313
8,000,000	JPM	forward	1/5/2018		19.2037	4/10/2018		19.4959	$	410,343
19,000,000	JPM	forward	1/24/2018		18.5085	4/10/2018		18.7334	$	1,014,231
23,400,000	BTMU	forward	10/16/2017		19.0000	5/10/2018		19.6115	$	1,193,177
23,400,000	Fifth Third	forward	12/21/2017		19.5000	5/10/2018		19.9228	$	1,174,534
8,000,000	JPM	forward	1/5/2018		19.2037	5/10/2018		19.5918	$	408,334
19,000,000	JPM	forward	1/24/2018		18.5085	5/10/2018		18.8276	$	1,009,157
11,800,000	BTMU	forward	10/16/2017		19.0000	6/11/2018		19.7030	$	598,894
11,800,000	Fifth Third	forward	12/21/2017		19.5000	6/11/2018		20.0285	$	589,160
8,000,000	JPM	forward	1/5/2018		19.2037	6/11/2018		19.6941	$	406,213
19,500,000	JPM	forward	1/24/2018		18.5085	6/11/2018		18.9295	$	1,030,138
6,000,000	JPM	forward	1/5/2018		19.2037	7/11/2018		19.7899	$	303,185
19,000,000	Fifth Third	forward	12/21/2017		19.5000	7/11/2018		20.1405	$	943,373
10,000,000	JPM	forward	1/24/2018		18.5085	7/11/2018		19.0248	$	525,630
19,000,000	Fifth Third	forward	12/21/2017		19.5000	8/10/2018		20.2400	$	938,735
19,000,000	Fifth Third	forward	12/21/2017		19.5000	9/12/2018		20.3550	$	933,432
10,000,000	JPM	forward	1/24/2018		18.5085	9/12/2018		19.2224	$	520,226
22,000,000	JPM	forward	1/24/2018		18.5085	10/11/2018		19.3109	$	1,139,253
28,500,000	JPM	forward	1/24/2018		18.5085	11/9/2018		19.3986	$	1,469,178
29,000,000	JPM	forward	1/24/2018		18.5085	12/13/2018		19.5010	$	1,487,103

Schedule 5.15

(4)	Outstanding Balance (3/31/18)	$1,282,815.58
	Letter Type	Irrevocable Documentary Commercial Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	ASAHI DENSO COMPANY LTD.
	Applicant	POLARIS INDUSTRIES INC.
	Letter of Credit #	ILCMAX000151
	Issue Date	9/11/2015
	Expiry Date	2/21/2018

(5)	Outstanding Balance (3/31/18)	$1,751,855.31
	Letter Type	Irrevocable Documentary Commercial Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	ASAHI DENSO COMPANY LTD.
	Applicant	POLARIS INDUSTRIES INC.
	Letter of Credit #	ILCMAX000233
	Issue Date	11/29/2017
	Expiry Date	11/21/2018

(6)	Outstanding Balance (3/31/18)	$4,584,814.14
	Letter Type	Irrevocable Documentary Commercial Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	D.NAGATA CO., LTD
	Applicant	POLARIS INDUSTRIES INC.
	Letter of Credit #	ILCMAX000232
	Issue Date	12/13/2017
	Expiry Date	12/30/2018

(7)	Outstanding Balance (3/31/18)	$395,000.00
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	CITY OF SPIRIT LAKE
	Applicant	POLARIS INDUSTRIES INC
	Letter of Credit #	SLCMMSP06922
	Issue Date	6/20/2013
	Expiry Date	6/20/2018

(8)	Outstanding Balance (3/31/18)	$16,244.46
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK LTD
	Applicant	POLARIS INDIA PVT LTD.
	Letter of Credit #	SLCMMSP08701
	Issue Date	8/21/2017
	Expiry Date	10/30/2018

(9)	Outstanding Balance (3/31/18)	$21,327.92
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK LTD
	Applicant	POLARIS INDIA PVT LTD.
	Letter of Credit #	SLCMMSP08754
	Issue Date	10/20/2017
	Expiry Date	11/20/2019

(10)	Outstanding Balance (3/31/18)	$36,893.73
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK
	Applicant	POLARIS INDIA PVT LTD
	Letter of Credit #	SLCMMSP08072
	Issue Date	3/9/2016
	Expiry Date	8/31/2018

(11)	Outstanding Balance (3/31/18)	$3,199.20
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK LTD
	Applicant	POLARIS INDIA PVT LTD
	Letter of Credit #	SCLMMSP08755
	Issue Date	10/20/2017
	Expiry Date	11/20/2019

(12)	Outstanding Balance (3/31/18)	$7,526.75
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK LTD
	Applicant	POLARIS INDIA PVT LTD
	Letter of Credit #	SLCMMSP08863
	Issue Date	1/23/2018
	Expiry Date	5/30/2019

(13)	Outstanding Balance (3/31/18)	$1,850,000.00
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	Ace American Insurance Company
	Applicant	POLARIS INDUSTRIES INC
	Letter of Credit #	SLCMMSP07054
	Issue Date	10/17/2013
	Expiry Date	10/17/2018

(14)	Outstanding Balance (3/31/18)	$7,526.75
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	AXIS BANK LTD
	Applicant	POLARIS INDIA PVT LTD
	Letter of Credit #	SLCMMSP08864
	Issue Date	1/23/2018
	Expiry Date	5/30/2019

(15)	Outstanding Balance (3/31/18)	$718,116.38
	Letter Type	Standby Letter of Credit
	Issuing Bank	US Bank
	Beneficiary	COMMERZBANK AG
	Applicant	POLARIS SALES INC
	Letter of Credit #	SCLMMSP08721
	Issue Date	9/11/2017
	Expiry Date	11/30/2018

(19)	Outstanding Balance (3/31/18)	$200,000
	Letter Type	Standby Letter of Credit
	Issuing Bank	BANK OF AMERICA
	Beneficiary	Old Republic Insurance
	Applicant	POLARIS INDUSTRIES INC
	Letter of Credit #	T00000003101102
	Issue Date	11/18/2009
	Expiry Date	10/16/2018

(20)	Outstanding Balance (3/31/18)	$181,104.00
	Letter Type	Standby Letter of Credit
	Issuing Bank	BANK OF AMERICA
	Beneficiary	Bank of America NA
	Applicant	POLARIS SALES INC
	Letter of Credit #	T00000003118993
	Issue Date	1/18/2012
	Expiry Date	12/07/2018

(22) Reference is made to the Credit Agreement. As disclosed in Schedule 5.4(a), certain Subsidiaries of the Company guaranteed the Company's obligations under the Credit Agreement.

Schedule 5.15

Section 5.15(c)

Reference is made to the Credit Agreement. As disclosed in Schedule 5.4(a), certain Subsidiaries of the Company guaranteed the Company's obligations under the Credit Agreement.

Note : The foregoing data is as of March 31, 2018. The only material change since March 31, 2018 is that the outstanding principal balance on the Credit Agreement as of June 21, 2018 is $1,015,000,000.

Schedule 5.15

SCHEDULE 10.4

LIENS

	Debtor	Secured Party	Filing Office and Date	UCC File No.	Collateral Description
Polaris Industries Inc. [MN]
1.	Polaris Industries, Inc.	H.S. Die & Engineering Inc.	Minnesota Secretary of State on April 5, 2013 · Continuation filed 3-14-18	201331860499	Equipment
2.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 21, 2013	201332832086	Equipment
3.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on June 24, 2013	201332864862	Equipment
4.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 30, 2013	201332941719	Equipment
5.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on August 28, 2013	201333603933	Equipment
6.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on May 19, 2014	201436650453	Equipment
7.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 17, 2014	201437311713	Equipment
8.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368310	Equipment
9.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368334	Equipment
10.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Minnesota Secretary of State on August 28, 2014	201437742918	Equipment
11.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 16, 2014	201437927454	Equipment
12.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on September 22, 2014	201437989832	Equipment
13.	Polaris Industries Inc.	TCF Equipment Finance, a division of TCF National Bank	Minnesota Secretary of State on October 1, 2014	201438100771	Equipment
14.	Polaris Industries Inc.	First Western Bank & Trust dba All Lines Leasing	Minnesota Secretary of State on January 23, 2015	807479600036	Equipment
15.	Polaris Industries Inc.	Chemetall US Inc.	Minnesota Secretary of State on May 22, 2015	827653600030	Equipment
16.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 1, 2015	840336800025	Equipment
17.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on January 8, 2016	865584401269	Equipment
18.	Polaris Industries Inc.	GE Capital Information Technology Solutions, LLC	Minnesota Secretary of State on January 12, 2016	866457400398	Equipment
19.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on February 29, 2016	875769000027	Equipment
20.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on June 7, 2016	891100700261	Equipment
21.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on January 19, 2017	929625900028	Equipment
22.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on May 30, 2017	952168500261	Equipment
23.	Polaris Industries Inc.	Die-Tech & Engineering, Inc.	Minnesota Secretary of State on October 11, 2017	973270900021	Equipment
24.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on February 14, 2018	1000690500026	Equipment
25.	Polaris Industries Inc.	J.R. Automation Technologies, LLC	Minnesota Secretary of State on February 21, 2018	1001880900026	Equipment
26.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on April 16, 2018	1012806900022	Equipment
27.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on April 18, 2018	1013170900582	Equipment
28.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on April 20, 2018	1013519200032	Equipment
29.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on May 2, 2018	1015099900456	Equipment
30.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on June 7, 2018	1019890100228	Equipment

Schedule 10.4

Polaris Industries Inc. [DE]
31.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Delaware Secretary of State on January 15, 2013 · Continuation filed 1-12-18	20130192220	Equipment
32.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on July 18, 2013	20132774850	Equipment
33.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 19, 2014	20140649186	Equipment
34.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 9, 2014	20141393776	Equipment
35.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 28, 2014	20141648559	Equipment
36.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on June 23, 2014	20142469807	Equipment
37.	Polaris Industries Inc.	Marco, Inc.	Delaware Secretary of State on August 1, 2014	20143176179	Equipment
38.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on September 23, 2014 · Amendment filed 3-7-18 re collateral	20143799822	Equipment
39.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042503	Equipment
40.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042552	Equipment
41.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042560	Equipment
42.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 5, 2014	20144467700	Equipment
43.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 13, 2014	20144575312	Equipment
44.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 19, 2014	20144681359	Equipment
45.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 22, 2014	20145211198	Equipment
46.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 5, 2015	20150514850	Equipment
47.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 19, 2015	20151160190	Equipment
48.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 27, 2015	20151305803	Equipment
49.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 8, 2015	20151496107	Equipment
50.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 29, 2015	20151827087	Equipment
51.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on May 15, 2015	20152100971	Equipment
52.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on June 19, 2015	20152643020	Equipment
53.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on August 10, 2015	20153463535	Equipment
54.	Polaris Industries Inc.	Custom Tool and Die Co.	Delaware Secretary of State on October 22, 2015	20154859574	Equipment
55.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 26, 2015	20154929765	Equipment
56.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156127533	Equipment
57.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156128697	Equipment
58.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786424	Equipment
59.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786457	Equipment
60.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 4, 2016	20161329729	Equipment
61.	Polaris Industries Inc.	Marco	Delaware Secretary of State on April 6, 2016	20162046819	Equipment
62.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 11, 2016	20162132866	Equipment
63.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on May 23, 2016	20163078142	Equipment
64.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on August 31, 2016	20165328560	Equipment
65.	Polaris Industries Inc.	TCF Equipment Finance	Delaware Secretary of State on September 12, 2016 · Amendment filed 8-30-17 re collateral	20165553506	Equipment
66.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 5, 2016 · Amendment filed 3-6-18 re collateral	20166108185	Equipment
67.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 7, 2016	20166161176	Equipment
68.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 13, 2016	20166299430	Equipment
69.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 5, 2016	20167536061	Equipment
70.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on January 4, 2017	20170073186	Equipment
71.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on January 4, 2017	20170073335	Equipment
72.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on January 25, 2017	20170552726	Equipment
73.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 2, 2017	20171394714	Equipment
74.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 6, 2017	20172241682	Equipment
75.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 6, 2017	20172241716	Equipment
76.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on January 31, 2018	20180720314	Equipment
77.	Polaris Industries Inc.	J.R. Automation Technologies, LLC	Delaware Secretary of State on February 21, 2018	20181212097	Equipment
78.	Polaris Industries Inc.	Marco	Delaware Secretary of State on April 13, 2018	20182533061	Equipment

Schedule 10.4

Polaris Sales Inc.
79.	Polaris Sales Inc.	General Motors LLC	Minnesota Secretary of State on May 19, 2014	201436645622	Equipment
80.	Polaris Sales Inc.	Polaris Acceptance	Minnesota Secretary of State on June 20, 2014 · Amendment filed on August 19, 2014 to restate collateral · Amendment filed on August 19, 2014 to restate collateral · Amendment filed on September 17, 2014 to restate collateral · Amendment filed on October 3, 2014 to restate collateral · Amendment filed on November 6, 2014 to restate collateral · Amendment filed on December 9, 2014 to restate collateral	201437025839 · 20143766007 · 20143766008 · 20143794568 · 20143812900 · 20143849112 · 798422000116	All accounts
Teton Outfitters, LLC
81.	Teton Outfitters, LLC	U.S. Bank Equipment Finance	Idaho Secretary of State on August 19, 2013	B2013-1128106-3	Equipment
TAP Automotive Holdings, LLC
82.	TAP Automotive Holdings, LLC	Max-Trac Tire Co., Inc.	Delaware Secretary of State on April 13, 2006 · Amendment filed on 12-15-08 · Amendment filed on 12-16-08 · Continuation filed on 11-15-10 · Amendment filed on 3-5-14 changing Debtor to TAP Automotive Holdings, LLC · Amendment filed on 3-5-14 to add TAP Worldwide, LLC · Continuation filed on 12-8-15 · Amendment filed on 2-19-18 changing Secured Party	20061253509	Equipment
83.	TAP Automotive Holdings, LLC	Synchrony Bank	Delaware Secretary of State on April 14, 2010 · Continuation filed on 3-5-15 · Amendment filed on 3-5-15 changing Secured Party	20101288392	Accounts
84.	TAP Automotive Holdings, LLC	Continental Tire The Americas, LLC	Delaware Secretary of State on April 20, 2010 · Continuation filed on 11-13-14	20101358617	Inventory and Dealer Allowances
85.	TAP Automotive Holdings, LLC	Raymond Leasing Corporation	Delaware Secretary of State on August 2, 2012 · Amendment filed 6-30-17 re collateral · Continuation filed 7-27-17	20122991489	Equipment
86.	TAP Automotive Holdings, LLC	Max-Trac Tire Co., Inc. dba Mickey Thompson Tires	Delaware Secretary of State on March 5, 2014 · Amendment filed 2-19-18 re Secured Party name change	20140845578	Equipment
Boat Holdings, LLC
87.	Boat Holdings, LLC	Canon Financial Services, Inc.	Delaware Secretary of State on December 1, 2015	20155708366	Equipment

Schedule 10.4

Highwater Marine LLC
88.	Highwater Marine LLC	Wells Fargo Commercial Distribution Finance, LLC	Delaware Secretary of State on October 21, 2015 · Amendment filed 5-27-16 changing Secured Party · 2 ^nd Amendment filed 5‑27‑16 re collateral · 3 ^rd Amendment filed 8‑10‑16 re collateral · 4 ^th Amendment filed 8-12-16 re collateral	20154834510	All inventory
89.	Highwater Marine LLC	Wells Fargo Bank, N.A.	Delaware Secretary of State on September 21, 2016	20165792500	Equipment
90.	Highwater Marine LLC	IBM Credit LLC	Delaware Secretary of State on June 5, 2017	20173670954	Equipment
Pontoon Boat, LLC
91.	Pontoon Boat, LLC	Wells Fargo Commercial Distribution Finance, LLC	Delaware Secretary of State on January 22, 2010 · Continuation filed 9-15-14 · Amendment filed 11-6-15 re collateral · 2 ^nd Amendment filed 11-6-15 changing Secured Party · 3 ^rd Amendment filed 5-27-16 changing Secured Party · 4 ^th Amendment filed 5-27-16 re collateral · 5 ^th Amendment filed 8-10-16 re collateral · 6 ^th Amendment filed 8-12-16 re collateral	20100229181	All inventory
92.	Pontoon Boat, LLC	Toyota Motor Credit Corporation	Delaware Secretary of State on April 16, 2014	20141498070	Equipment
93.	Pontoon Boat, LLC	Toyota Motor Credit Corporation	Delaware Secretary of State on June 3, 2014	20142154995	Equipment
94.	Pontoon Boat, LLC	Toyota Industries Commercial Finance	Delaware Secretary of State on January 5, 2016	20160056521	Equipment
95.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on June 16, 2016	20163632054	Equipment
96.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on July 18, 2016	20164324818	Equipment
97.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on March 7, 2017	20171515094	Equipment
98.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on April 19, 2017	20172557962	Equipment

NOTE : A lien search under the name Polaris Acceptance Inc. revealed a UCC financing statement filed with the Minnesota Secretary of State (942040300030, filed March 22, 2017), 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 41-1857252 with a residence address of Rte 3, Box 310, Fergus Falls, MN 56537-9468. The tax identification number for Polaris Sales Inc. is 41-1921490 and there is no affiliation with the other taxpayer. Polaris has notified the IRS of these filing errors.

Schedule 10.4

EXHIBIT 1.1

[FORM OF SERIES 2018 NOTE]

POLARIS INDUSTRIES INC.

4.23% SENIOR NOTE, SERIES 2018,

DUE JULY 3, 2028

No. AR-[_____]	[Date]
$[_______]	PPN: 731068 B*2

FOR VALUE RECEIVED, the undersigned, POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), promises to pay to [ ], or registered assigns, the principal sum of $[ ] (or so much thereof as shall not have been prepaid) on July 3, 2028, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.23% per annum from the date hereof, payable semiannually, on January 15 and July 15, in each year, commencing with the January 15 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make‑Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.23% or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A., or its successor, from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Master Note Purchase Agreement dated as of July 2, 2018 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits and subject to the terms thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note has been registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Exhibit 1.1

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of July 2, 2018 of the Subsidiary Guarantors, as amended or supplemented from time to time.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

	POLARIS INDUSTRIES INC.


	By:
	Name:
	Title:

Exhibit 1.1

EXHIBIT 1.2

POLARIS INDUSTRIES INC.

2100 Highway 55

Medina, MN 55340

(763) 542-0500

Fax: (763) 542-0599

[ ] SUPPLEMENT TO MASTER NOTE PURCHASE

AGREEMENT DATED AS OF JULY 2, 2018

Dated as of [ ]

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), agrees with you as follows:

1. Background . The Company entered into a Master Note Purchase Agreement dated as of July 2, 2018 with the purchasers listed in Schedule A thereto [and one or more supplements or amendments thereto] (as heretofore amended and supplemented, the “Note Purchase Agreement”) providing for the issuance by the Company of up to $500,000,000 aggregate principal amount of Additional Notes in series. Pursuant to the Note Purchase Agreement, the Company has issued $350,000,000 aggregate principal amount of Series 2018 Notes [and {insert reference to any other series so issued}]. Capitalized terms used but not defined herein have the meanings ascribed in the Note Purchase Agreement.

2. Authorization of the New Series of Additional Notes . The Company has authorized the issue and sale of [ ] aggregate principal amount of Notes to be designated as its [ %] [Floating Rate] Senior Notes, Series [ ], due [ ], [ ] (the “Series [ ] Notes”). The Series [ ] Notes, together with the Series 2018 Notes [and the Series [ ] Notes] heretofore issued pursuant to the Note Purchase Agreement and each series of Additional Notes that may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes ” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be substantially in the form set out in Exhibit 1 to this [ ] Supplement, (this “Supplement”) with such changes therefrom, if any, as may be approved by you and the other Purchasers and the Company. [For Floating Rate Notes, add Floating Rate interest rate provisions].

Exhibit 1.2

3. Sale and Purchase of Series [ ] Notes . Subject to the terms and conditions of this [ ] Supplement and the Note Purchase Agreement, the Company will issue and sell to you and each of the other Purchasers named in the attached Schedule A (the “Other Purchasers”), and you and each of the Other Purchasers will purchase from the Company, at the Closing provided for in Section 4, Series [ ] Notes in the principal amount specified opposite your respective names in the attached Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.

4. Closing . The sale and purchase of the Series [ ] Notes to be purchased by the Purchasers shall occur at the offices of [ ] at 9:00 a.m., [ ] time, at a closing (the “Closing”) on [ ], [ ] or on such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Series [ ] Notes to be purchased by you in the form of a single Note (or such greater number of Series [ ] Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number [ ] at [Name and Address of Bank], ABA No. [ ]. If at the Closing the Company fails to tender such Series [ ] Notes to you as provided above in this Section 4, or any of the conditions specified in Section 5 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Supplement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

5. Conditions to Closing . Your obligation to purchase and pay for the Series [ ] Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement, as hereafter modified, and to the following additional conditions:

[Set forth any modifications and additional conditions.]

6. Representations and Warranties of the Company . The Company represents and warrants to you that each of the representations and warranties contained in Section 5 of the Note Purchase Agreement is true and correct as of the date hereof (unless limited to an earlier date, in which case, as of such earlier date) (i) except that all references to “Purchaser” and “you” therein shall be deemed to refer to you and the Other Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, and all references to “Notes” therein shall be deemed to include the Series [ ] Notes, and (ii) except for changes to such representations and warranties or the Schedules referred to therein that are set forth in the attached Schedule 6.

7. Representations of the Purchasers . You confirm to the Company that the representations and agreements set forth in Sections 6.1 and 6.2 of the Note Purchase Agreement are true and correct as to you.

Exhibit 1.2

8. Prepayment of the Series [ ] Notes . [Insert here optional and mandatory prepayment provisions for the Series [ ] Notes, including prepayment premiums, breakage amounts or Make-Whole Amounts, if any.]

9. Applicability of Note Purchase Agreement . Except as otherwise expressly provided herein (and expressly permitted by the Note Purchase Agreement), all of the provisions of the Note Purchase Agreement are incorporated by reference herein and shall apply to the Series [ ] Notes as if expressly set forth in this Supplement.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. This Supplement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	Very truly yours,

	POLARIS INDUSTRIES INC.


	By:
	Name:
	Title:

Exhibit 1.2

The foregoing is agreed

to as of the date thereof.

[ADD PURCHASER SIGNATURE BLOCKS]

Exhibit 1.2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser	Principal Amount of Series [ ] Notes to be Purchased

All scheduled payments of principal and interest
by wire transfer of immediately available funds to:

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, premium, or interest.

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

1.	All notices of payments and written confirmations of such wire transfers:

2.	Original notes delivered to:

3.	All other communications:

4.	Address for e-mail notices:

5.	Tax ID No.

Exhibit 1.2

Schedule 6 to

[ ] Supplement

EXCEPTIONS TO REPRESENTATIONS
AND WARRANTIES

Exhibit 1.2

Exhibit 1 to

Supplement

FORM OF SERIES [ ] NOTE

Exhibit 1.2

EXHIBIT 1.3

FORM OF SUBSIDIARY GUARANTY

THIS GUARANTY (this “Guaranty”) dated July 2, 2018 is made by the undersigned (each, a “Guarantor”), in favor of the holders from time to time of the Notes hereinafter referred to, including each purchaser named in the Note Purchase Agreement or supplement thereto hereinafter referred to, and their respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).

W I T N E S S E T H :

WHEREAS, POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), and the initial Holders have entered into a Master Note Purchase Agreement dated as of July 2, 2018 (the Master Note Purchase Agreement as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms and in effect, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Note Purchase Agreement, the Company has issued $350,000,000 principal amount of Series 2018 Notes;

WHEREAS, the Note Purchase Agreement contemplates the issuance by the Company of Notes (as defined in the Note Purchase Agreement) in one or more series and tranches, up to $500,000,000 aggregate principal amount;

WHEREAS, the Company directly or indirectly owns all or a substantial portion of the issued and outstanding capital stock or membership interests, as the case may be, of each Guarantor and, by virtue of such ownership and otherwise, such Guarantor will derive substantial benefits from the purchase by the Holders of the Company’s Notes;

WHEREAS, it is a condition precedent to the obligation of the Holders to purchase the Series 2018 Notes that each Guarantor shall have executed and delivered this Guaranty to the Holders and it is and will be a condition to the sale of subsequent series of the Notes that this Guaranty run in favor of the holders of such subsequent series of Notes; and

WHEREAS, each Guarantor desires to execute and deliver this Guaranty to satisfy the conditions described in the preceding paragraph;

NOW, THEREFORE, in consideration of the premises and other benefits to each Guarantor and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Guarantor makes this Guaranty as follows:

SECTION 1. Definitions . Any capitalized terms not otherwise herein defined shall have the meanings attributed to them in the Note Purchase Agreement.

Exhibit 1.3

SECTION 2. Guaranty . Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the Holders the due, prompt and complete payment by the Company of the principal of, make-whole amount, if any, prepayment premium, if any, breakage amount, if any, and interest on, and each other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents, and all other monetary obligations of the Company thereunder (including any attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and documented out-of-pocket expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.

SECTION 3. Guarantor’s Obligations Unconditional . The obligations of each Guarantor under this Guaranty shall be primary, absolute and unconditional obligations of each Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense based upon any claim each Guarantor or any other person may have against the Company or any other person, and to the full extent permitted by applicable law shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not each Guarantor or the Company shall have any knowledge or notice thereof), including:

(a) any termination, amendment or modification of or deletion from or addition or supplement to or other change in any of the Note Documents or any other instrument or agreement applicable to any of the parties to any of the Note Documents;

(b) any furnishing or acceptance of any security, or any release of any security, for the Obligations, or the failure of any security or the failure of any person to perfect any interest in any collateral;

Exhibit 1.3

(c) any failure, omission or delay on the part of the Company to conform or comply with any term of any of the Note Documents or any other instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to any Guarantor of the occurrence of a “Default” or an “Event of Default” under any Note Document;

(d) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Note Document, or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any of the Note Documents or any other instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument or agreement or any such obligation or liability;

(e) any failure, omission or delay on the part of any of the Holders to enforce, assert or exercise any right, power or remedy conferred on such Holder in this Guaranty, or any such failure, omission or delay on the part of such Holder in connection with any Note Document, or any other action on the part of such Holder;

(f) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Company, any other Guarantor or to any other person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

(g) any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Note Documents or any other agreement or instrument referred to in paragraph (a) above or any term hereof;

(h) any merger or consolidation of the Company or any Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of the Company or any Guarantor to any other person;

(i) any change in the ownership of any shares of capital stock of the Company or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship;

(j) any release or discharge, by operation of law, of any other Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty; or

(k) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense (other than the defense of payment)or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against any Guarantor.

Exhibit 1.3

SECTION 4. Full Recourse Obligations . The obligations of each Guarantor set forth herein constitute the full recourse obligations of such Guarantor enforceable against it (subject to the last sentence of Section 2) to the full extent of all its assets and properties.

SECTION 5. Waiver . Each Guarantor unconditionally waives, to the extent permitted by applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to such Guarantor of the incurrence of any of the Obligations, notice to such Guarantor or the Company of any breach or default by such Guarantor or the Company with respect to any of the Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of the Holders against such Guarantor, (c) presentment to or demand of payment from the Company or the Guarantor with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d) any right to the enforcement, assertion or exercise by any of the Holders of any right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any requirement to exhaust any remedies or to mitigate the damages resulting from any default under any Note Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of any right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release (other than a release of such Guarantor herefrom pursuant to Section 9.7 (b) of the Note Purchase Agreement) or defense of a guarantor or surety (other than the defense of payment) or which might otherwise limit recourse against such Guarantor.

SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity . Until all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as any Obligations remain outstanding, if any amount shall be paid by or on behalf of the Company to any Guarantor on account of any of the rights waived in this Section 6, such amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this Section 6 shall survive the term of this Guaranty and the payment in full of the Obligations.

Exhibit 1.3

SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase Agreement or any other Note Document is rescinded or must otherwise be restored or returned by such Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or other person or any substantial part of its property, or otherwise, all as though such payment had not been made. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing, and such acceleration shall at such time be prevented by reason of the pendency against the Company or any other person of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all other Obligations shall be deemed to have been accelerated with the same effect as if any Holder had accelerated the same in accordance with the terms of the Note Purchase Agreement or other applicable Note Document, and such Guarantor shall forthwith pay such principal amount, make-whole amount, if any, prepayment premium, if any, breakage a mount, if any, and interest thereon and any other amounts guaranteed hereunder without further notice or demand.

SECTION 8. Term of Agreement . This Guaranty and all guaranties, covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Obligations shall be paid and performed in full and all of the agreements of such Guarantor hereunder shall be duly paid and performed in full; provided that each Guarantor shall be automatically and immediately released herefrom without any further act by any Person as provided in Section 9.7(b) of the Note Purchase Agreement.

SECTION 9. Representations and Warranties . Each Guarantor represents and warrants to each Holder that:

(a) such Guarantor is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the corporate, limited partnership or limited liability company, as the case may be, power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged;

(b) this Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of such Guarantor and upon execution and delivery hereof will constitute the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(c) the execution, delivery and performance by such Guarantor of this Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor under, any agreement, or corporate charter or by-laws, to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or (iii) violate any provisions of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor;

Exhibit 1.3

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority is required as to such Guarantor in connection with the execution, delivery or performance of this Guaranty by such Guarantor ;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or any of its properties or revenues (i) with respect to this Guaranty or any of the transactions contemplated hereby or (ii) which could reasonably be expected to have a Material Adverse Effect;

(f) after giving effect to the transactions contemplated herein, (i) the present value of the assets of such Guarantor, at a fair valuation, is in excess of the amount that will be required to pay its probable liability on its existing debts as said debts become absolute and matured, (ii) the property remaining in the hands of such Guarantor is not an unreasonably small capital and ( iii ) such Guarantor is able to pay its debts as they mature; and

(g) a fter giving effect to the issuance and sale of the Notes and the application of the proceeds thereof and due consideration to any rights of contribution and reimbursement, such Guarantor has received fair consideration and reasonably equivalent value for the incurrence of its obligations hereunder or as contemplated hereunder.

SECTION 10. Notices . All notices and communications provided for hereunder shall be in writing and sent (a) by electronic mail or facsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid), addressed (a) if to the Company or any Holder at the address or telecopy number set forth in the Note Purchase Agreement or (b) if to a Guarantor, in care of the Company at the Company’s address or telecopy number set forth in the Note Purchase Agreement, or in each case at such other address or telecopy number as the Company, any Holder or such Guarantor shall from time to time designate in writing to the other parties. Any notice so addressed shall be deemed to be given when actually received.

SECTION 11. Survival . All warranties, representations and covenants made by each Guarantor herein or in any certificate or other instrument delivered by it or on its behalf hereunder shall be considered to have been relied upon by the Holders and shall survive the execution and delivery of this Guaranty, regardless of any investigation made by any of the Holders. All statements in any such certificate or other instrument shall constitute warranties and representations by such Guarantor hereunder.

Exhibit 1.3

SECTION 12. Jurisdiction and Process; Waiver of Jury Trial .

(a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York state or Federal court sitting in New York City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Guarantor consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 10, to it. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) EACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

SECTION 13. Miscellaneous . Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the benefit of, each Guarantor and the Holders and their respective successors and assigns. Except for a release and discharge of a Guarantor from this Guaranty permitted by, and in compliance with, Section 9.7(b) of the Note Purchase Agreement, no term or provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by each Guarantor and the Required Holders. The section and paragraph headings in this Guaranty are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof, and all references herein to numbered sections, unless otherwise indicated, are to sections in this Guaranty. This G uaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the state of New York excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

Exhibit 1.3

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

	POLARIS ACCEPTANCE INC.
	POLARIS INDUSTRIES INC. [DE]
	POLARIS SALES INC.
	INDIAN MOTORCYCLE COMPANY
	INDIAN MOTORCYCLE INTERNATIONAL, LLC
	TAP AUTOMOTIVE HOLDINGS, LLC
	TETON OUTFITTERS, LLC
	POLARIS DIRECT INC.
	INDIAN MOTORCYCLE USA LLC


	By:
		Michael T. Speetzen,
		Vice President-Finance, Chief Financial Officer and Treasurer



	NORTH 54 INSURANCE, INC.


	By:
		Michael T. Speetzen, President



	POLARIS SALES EUROPE INC.


	By:
		Michael T. Speetzen,
		Vice President and Treasurer



	BOAT HOLDINGS, LLC
	PONTOON BOAT, LLC
	HIGHWATER MARINE LLC


	By:
		Michael T. Speetzen,

Exhibit 1.3

FORM OF JOINDER TO SUBSIDIARY GUARANTY

The undersigned (the “Guarantor”), joins in the Subsidiary Guaranty dated as of July 2, 2018 from the Guarantors named therein in favor of the Holders, as defined therein, and agrees to be bound by all of the terms thereof and represents and warrants to the Holders that:

(a) the Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority is required in connection with the execution, delivery, performance of this Joinder;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Guarantor, threatened by or against the Guarantor or any of its properties or revenues (i) with respect to this Joinder, the Subsidiary Guaranty or any of the transactions contemplated hereby or thereby or (ii) that could reasonably be expected to have a Material Adverse Effect;

(f) after giving effect to the transactions contemplated herein, (i) the present value of the assets of the Guarantor, at a fair valuation, is in excess of the amount that will be required to pay its probable liability on its existing debts as said debts become absolute and matured, (ii) the property remaining in the hands of the Guarantor is not an unreasonably small capital, and (iii) the Guarantor is able to pay its debts as they mature; and

Exhibit 1.3

Capitalized terms used but not defined herein have the meanings ascribed in the Subsidiary Guaranty.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to Subsidiary Guaranty to be duly executed as of __________, ____.

	[Name of Guarantor]


	By:
	Name:
	Title:

Exhibit 1.3

EXHIBIT 4.4(a)

FORM OF OPINIONS OF COUNSEL
TO THE COMPANY

The opinion of Kaplan, Strangis and Kaplan, P.A., counsel to the Company, shall be to the effect that:

1. Each of the Company and each Subsidiary Guarantor is a corporation duly incorporated, validly existing in good standing under the laws of its jurisdiction of incorporation, and each has all requisite corporate power and authority, in the case of the Company, to enter into and perform the Note Purchase Agreement and to issue and sell the Series 2018 Notes, and, in the case of each Subsidiary Guarantor, to execute, deliver and perform the Subsidiary Guaranty.

2. The Note Purchase Agreement and the Series 2018 Notes have been duly authorized by proper corporate action on the part of the Company, have been duly executed and delivered by an authorized officer of the Company.

3. The Subsidiary Guaranty has been duly authorized by proper action on the part of each Subsidiary Guarantor, has been duly executed and delivered by an authorized officer of each Subsidiary Guarantor.

4. A federal or state court sitting in Minnesota should honor the parties’ choice of the internal laws of the State of New York as the law applicable to the Note Purchase Agreement, the Notes and the Subsidiary Guaranty; provided, however, that a federal or state court sitting in Minnesota might not give effect to such choice of law provisions if giving effect thereto was determined to be contrary to the fundamental policy of the state of Minnesota. We are not aware of any existing precedent of a Minnesota court refusing to give effect to a choice of law provision in a commercial contract on purely public policy grounds. We have, however, assumed for purposes of this opinion that in selecting governing law, the parties are acting in good faith and without an intent to evade the law of any otherwise applicable jurisdiction. Notwithstanding the foregoing, if such court were to apply Minnesota law, the Note Purchase Agreement, the Notes and the Subsidiary Guaranty are enforceable in accordance with their terms, except to the extent the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

5. The offer, sale and delivery of the Notes and the Subsidiary Guaranty do not require the registration of the Notes or the Guaranty under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

6. No authorization, approval or consent of, and no designation, filing, declaration, registration and/or qualification with, any Governmental Authority under applicable law is necessary or required in connection with the execution, delivery and performance by the Company of the Note Purchase Agreement or the offer, issuance and sale by the Company of the Notes.

Exhibit 4.4(a)

7. The issuance and sale of the Notes by the Company, and the execution, delivery and performance by the Company of the terms and conditions of the Notes and the Agreement, do not result in any breach or violation of any of the provisions of, or constitute a default under, or result in the creation or imposition of any Lien on, the property of the Company or any Subsidiary pursuant to the provisions of (i) the certificate or articles of incorporation or bylaws, or other organizational documents of the Company or any Subsidiary, (ii) any loan agreement or evidence of Indebtedness or other Material agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which any of them or their property is bound or may be affected, (iii) any applicable law (including usury laws) or regulation applicable to the Company, or (iv) to the knowledge of such counsel, any order, writ, injunction or decree of any court or Governmental Authority applicable to the Company.

8. The execution, delivery and performance of the Subsidiary Guaranty will not conflict with, or result in any breach or violation of any of the provisions of, or constitute a default under, or result in the creation or imposition of any Lien on, the property of any Subsidiary Guarantor pursuant to the provisions of (i) its certificate or articles of incorporation or by-laws, (ii) any loan agreement or evidence of Indebtedness or other Material agreement or instrument to which any Subsidiary Guarantor is a party or by which any of them or their property is bound or may be affected, (iii) any law or regulation applicable to any Subsidiary Guarantor, or (iv) to the knowledge of such counsel, any order, writ, injunction or decree of any court or Governmental Authority applicable to any Subsidiary Guarantor.

9. To such counsel’s knowledge there are no actions, suits or proceedings pending, or threatened against the Company or any Subsidiary, at law or in equity or before or by any Governmental Authority, that are likely to result, individually or in the aggregate, in a Material Adverse Effect.

10. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

11. The issuance of the Notes and the intended use of the proceeds of the sale of the Notes do not violate or conflict with Regulation U, T or X of the Board of Governors of the Federal Reserve System.

The opinion of Kaplan, Strangis and Kaplan, P.A. shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request. The opinion may be subject to customary limitations and assumptions. With respect to matters of fact on which such opinions are based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company. With respect to matters governed by the laws of any jurisdiction other than the United States of America and the State of Minnesota, such counsel may rely upon the opinions of counsel deemed (and stated in their opinion to be deemed) by them to be competent and reliable. Such opinions shall state that subsequent transferees and assignees of the Notes may rely thereon.

Exhibit 4.4(a)

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

The opinion of Foley & Lardner LLP, special counsel to the Purchasers, shall be to the effect that:

1. The Agreement and the Notes are enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

2. The Subsidiary Guaranty is enforceable against the Subsidiary Guarantors in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

3. Based on the representations set forth in the Agreement, the offer, sale and delivery of the Notes and delivery of the Subsidiary Guaranty do not require the registration of the Notes or the Subsidiary Guaranty under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

4. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the execution and delivery of the Note Purchase Agreement or the Notes.

Foley & Lardner LLP may rely on the opinion of Kaplan, Strangis and Kaplan, P.A. delivered to you pursuant to the Agreement as to the authorization, execution and delivery by the Company of the Note Purchase Agreement and the Notes, as to the authorization, execution and delivery by each Subsidiary Guarantor of the Subsidiary Guaranty and as to all matters of Minnesota law. The opinion of Foley & Lardner LLP shall state that such opinion is satisfactory in form and scope to it, and that, in its opinion, the Purchasers and it are justified in relying thereon. The opinion shall state that subsequent transferees and assignees of the Notes may rely thereon and shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request.

Exhibit 4.4(a)

Exhibit 10.1

Deal CUSIP: 73107FAD7
Revolving Loan CUSIP: 73107FAE5
Term Loan CUSIP: 73107FAF2

FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF JULY 2, 2018

AMONG

POLARIS INDUSTRIES INC., POLARIS SALES INC., POLARIS SALES EUROPE S. À R.L.,

ONE OR MORE DOMESTIC SUBSIDIARIES DESIGNATED HEREAFTER AS DOMESTIC BORROWERS AND

ONE OR MORE FOREIGN SUBSIDIARIES DESIGNATED HEREAFTER AS FOREIGN BORROWERS,

THE LENDERS,

U.S. BANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,

U.S. BANK NATIONAL ASSOCIATION,
AS LEFT LEAD ARRANGER AND LEAD BOOK RUNNER,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
WELLS FARGO SECURITIES, LLC, and
MUFG BANK, LTD.,
AS JOINT LEAD ARRANGERS, JOINT BOOK RUNNERS AND SYNDICATION AGENTS,

AND

BANK OF THE WEST, BRANCH BANKING & TRUST COMPANY, FIFTH THIRD BANK,

JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, and BMO HARRIS BANK N.A.,
AS DOCUMENTATION AGENTS

			Page

ARTICLE I DEFINITIONS			1

	1.1.	Definitions	1
	1.2.	Loan Classes	34

ARTICLE II THE CREDITS			34

	2.1.	Commitments	34
	2.2.	Determination of Dollar Amounts; Required Payments; Termination	35
	2.3.	Ratable Loans; Types of Advances	35
	2.4.	Swing Line Loans	36
	2.5.	Facility Fees	37
	2.6.	Minimum Amount of Each Advance	37
	2.7.	Reductions in Aggregate Commitment; Optional Principal Payments	37
	2.8.	Method of Selecting Types, Classes and Interest Periods for New Advances	38
	2.9.	Conversion and Continuation of Outstanding Advances; Maximum Number of Interest Periods	39
	2.10.	Interest Rates	40
	2.11.	Rates Applicable After Event of Default	40
	2.12.	Method of Payment; Repayment of Term Loans	40
	2.13.	Noteless Agreement; Evidence of Indebtedness	42
	2.14.	Telephonic Notices	42
	2.15.	Interest Payment Dates; Interest and Fee Basis	42
	2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	43
	2.17.	Lending Installations	43
	2.18.	Non-Receipt of Funds by the Administrative Agent	43
	2.19.	Facility LCs	44
	2.20.	Replacement of Lender	50
	2.21.	Limitation of Interest	50
	2.22.	Defaulting Lenders	51
	2.23.	Market Disruption	54
	2.24.	Judgment Currency	55
	2.25.	Increase Option	56
	2.26.	Foreign Borrowers	57
	2.27.	Liability of the Borrowers	48
	2.28.	Extensions of Commitments	60

ARTICLE III YIELD PROTECTION; TAXES			61

	3.1.	Yield Protection	61
	3.2.	Changes in Capital Adequacy Regulations	62
	3.3.	Availability of Types of Advances; Adequacy of Interest Rate	62
	3.4.	Funding Indemnification	63
	3.5.	Taxes	64
	3.6.	Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity	68
	3.7.	Non-U.S. Reserve Costs or Fees	68
	3.8.	Illegality	69

ARTICLE IV CONDITIONS PRECEDENT			70

	4.1.	Effectiveness	70
	4.2.	Each Credit Extension	72
	4.3.	Initial Advance to Each Borrower	73

ARTICLE V REPRESENTATIONS AND WARRANTIES			74

	5.1.	Existence and Standing	74
	5.2.	Authorization and Validity	74
	5.3.	No Conflict; Government Consent	74
	5.4.	Financial Statements; Internal Control Event	75
	5.5.	Material Adverse Change	75
	5.6.	Taxes	75
	5.7.	Litigation and Guaranty Obligations	75
	5.8.	Non-Bank Rules	75
	5.9.	ERISA	75
	5.10.	Accuracy of Information	77
	5.11.	Intellectual Property	77
	5.12.	EEA Financial Institution	77
	5.13.	Compliance With Laws	77
	5.14.	Ownership of Properties	78
	5.15.	Plan Assets; Prohibited Transactions	78
	5.16.	Environmental Matters	78
	5.17.	Government Regulation	78
	5.18.	Insurance	79
	5.19.	Solvency	79
	5.20.	No Default	79
	5.21.	Foreign Borrowers	79
	5.22.	Foreign Employee Benefit Matters	80
	5.23.	Sanctioned Persons	80

ARTICLE VI COVENANTS			80

	6.1.	Financial Reporting	80
	6.2.	Material Subsidiaries	83
	6.3.	Use of Proceeds	83
	6.4.	Notice of Material Events	83
	6.5.	Conduct of Business	84
	6.6.	Taxes	84
	6.7.	Insurance	84
	6.8.	Compliance with Laws and Material Contractual Obligations	84
	6.9.	Maintenance of Properties	85
	6.10.	Books and Records; Inspection	85
	6.11.	Payment of Obligations	85
	6.12.	Indebtedness	85
	6.13.	Guaranty Obligations	86
	6.14.	Merger	86
	6.15.	Sale of Assets	87
	6.16.	Investments	87

	6.17.	Liens	88
	6.18.	Affiliates	90
	6.19.	Sale and Leaseback Transactions	90
	6.20.	[Reserved.]	90
	6.21.	Fiscal Year; Accounting; Organizational Documents	90
	6.22.	No Other Negative Pledges	90
	6.23.	PAI Assets	91
	6.24.	No Limitations	91
	6.25.	Financial Covenants	91
	6.26.	Anti-Corruption Compliance	91
	6.27.	Non-Bank Rules	91
	6.28.	Most-Favored Lender	92

ARTICLE VII DEFAULTS			93

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES			96

	8.1.	Acceleration; Remedies	96
	8.2.	Application of Funds	97
	8.3.	Amendments	97

ARTICLE IX GENERAL PROVISIONS			99

	9.1.	Survival of Representations	99
	9.2.	Governmental Regulation	99
	9.3.	Headings	99
	9.4.	Entire Agreement	99
	9.5.	Several Obligations; Benefits of this Agreement	99
	9.6.	Expenses; Indemnification	100
	9.7.	Numbers of Documents	101
	9.8.	Accounting	101
	9.9.	Severability of Provisions	102
	9.10.	Nonliability of Lenders	102
	9.11.	Confidentiality	102
	9.12.	Nonreliance	103
	9.13.	Disclosure	103
	9.14.	USA PATRIOT ACT NOTIFICATION	103
	9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	103

ARTICLE X THE ADMINISTRATIVE AGENT			104

	10.1.	Appointment; Nature of Relationship	104
	10.2.	Powers	104
	10.3.	General Immunity	104
	10.4.	No Responsibility for Loans, Recitals, etc	104
	10.5.	Action on Instructions of Lenders	105
	10.6.	Employment of Administrative Agents and Counsel	105
	10.7.	Reliance on Documents; Counsel	105
	10.8.	Administrative Agent’s Reimbursement and Indemnification	106
	10.9.	Notice of Event of Default	106
	10.10.	Rights as a Lender	106

	10.11.	Lender Credit Decision, Legal Representation	107
	10.12.	Successor Administrative Agent	107
	10.13.	Administrative Agent and Arranger Fees	108
	10.14.	Delegation to Affiliates	108
	10.15.	Collateral Releases	108
	10.16.	Co-Agents, Documentation Agent, Syndication Agent, etc	108
	10.17.	No Advisory or Fiduciary Responsibility	108
	10.18.	Certain ERISA Matters	109
			109
ARTICLE XI SETOFF; RATABLE PAYMENTS			111

	11.1.	Setoff	111
	11.2.	Ratable Payments	111

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS			111

	12.1.	Successors and Assigns	111
	12.2.	Participations	112
	12.3.	Assignments	114
	12.4.	Dissemination of Information	116
	12.5.	Tax Treatment	116

ARTICLE XIII NOTICES			116

	13.1.	Notices; Effectiveness; Electronic Communication	116

ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION; ELECTRONIC RECORDS			117

	14.1.	Counterparts; Effectiveness	117
	14.2.	Electronic Execution of Assignments	118
	14.3.	Electronic Records	118

ARTICLE XV EFFECT OF AMENDMENT			118

	15.1.	Effect of Amendment and Restatement	118

ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL			119

	16.1.	CHOICE OF LAW	119
	16.2.	CONSENT TO JURISDICTION	119
	16.3.	WAIVER OF JURY TRIAL	119

EXHIBITS

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 Domestic Borrower Revolving Note

EXHIBIT E-2 – Form of Foreign Borrower Revolving Note

EXHIBIT E-3 – Form of Domestic Borrower 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 H – Form of Assumption Letter

SCHEDULES

PRICING SCHEDULE

SCHEDULE 1.1 – Commitments

SCHEDULE 2.1.1 – Existing Loans

SCHEDULE 5.14 – Properties

SCHEDULE 6.16 – Investments

SCHEDULE 6.17 – Liens

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This Agreement, dated as of July 2, 2018, is among Polaris Industries Inc., Polaris Sales Inc., any other Domestic Subsidiary that hereafter becomes a party to this Agreement as a Domestic Borrower, Polaris Sales Europe S. à r.l., 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:

ARTICLE I
DEFINITIONS

1.1. Definitions .

As used in this Agreement:

“ 10 Non-Bank Rule ” means the rule that the aggregate number of Lenders under this Agreement (or respectively under any Class of Loan if the Swiss Federal Tax Administration has confirmed that each applicable Class of Loans can be considered as a separate financing for Swiss Withholding Tax purposes) which are not Qualifying Banks must not at any time exceed ten (10), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time.

“ 20 Non-Bank Rule ” means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks, of a Swiss Borrower under all its outstanding debts relevant for classification as debenture (Kassenobligation) must not at any time exceed twenty (20), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time.

“ 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.

“ Adjusted Covenant Holiday ” means, in connection with any Material Acquisition, the Company’s written request (sent by the Company to the Administrative Agent at least ten (10) Business Days’ prior to consummating such Material Acquisition) to increase the Leverage Ratio then in effect to the level set forth in the proviso in Section 6.25.2; provided , that (i) the Borrower may not request an Adjusted Covenant Holiday until there has been at least two (2) full fiscal quarters since the last Adjusted Covenant Period ended, (ii) no Default or Event of Default shall be in existence immediately before or after (including for the avoidance of doubt, after giving effect to the increase in the Leverage Ratio level then in effect pursuant to such requested Adjusted Covenant Holiday) the consummation of the applicable Material Acquisition, (iii) such request shall be given effect concurrently with the consummation of the applicable Material Acquisition and (iv) no more than three (3) such increases may occur during the term of this Agreement.

“ Adjusted Covenant Period ” is defined in Section 6.25.2.

“ 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.

“ Advance ” means a borrowing hereunder, (i) made by some or 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.

“ 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 Equity 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 Equity Interests, 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 $1,880,000,000.

“ 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 $700,000,000.

“ Aggregate Term Loan Commitment ” means the aggregate of the Term Loan Commitments of all the Lenders. As of the Effective Date, the Aggregate Term Loan Commitment is $1,180,000,000.

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

“ Agreement ” means this Fourth 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 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 H 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).

“ AUD Screen Rate ” means, with respect to any Interest Period, the average bid reference rate administered by the Australian Financial Markets Association (or any other Person that takes over the administration of such rate) for Australian dollars bills of exchange with a tenor equal in length to such Interest Period as displayed on page BBSY of the Reuters screen or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion, shall be the greater of (i) zero percent (0%) and (ii) a rate as selected by the Administrative Agent from time to time in its reasonable discretion.

“ Augmenting Lender ” is defined in Section 2.25.

“ Australian Dollars ,” “ AUD ” and “ A$ ” denote the lawful currency of the Commonwealth of Australia.

“ Authorized Officer ” means, with respect to any Borrower, any of the president, chief financial officer, vice president of finance, treasurer or assistant treasurer of such Borrower, 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.

“ 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.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Boat Holdings Deferred Payments ” means the deferred payments payable under Section 2.5 of the Boat Holdings Merger Agreement when and in the amount payable.

“ Boat Holdings Merger Agreement ” means that certain Agreement and Plan of Merger among Polaris Industries Inc., Polaris Sales Inc., Beam Merger Sub, LLC, Boat Holdings, LLC and Jonathan Victor as the Holder Representative dated as of May 29, 2018.

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

“ Borrowers ” means the Domestic Borrowers 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.

“ Capital 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 any bank whose short-term commercial paper rating from S&P is at least A‑1 or the equivalent thereof or from Moody’s 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 Moody’s, (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 Moody’s, (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 Moody’s.

“ 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 Dodd-Frank Wall 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, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency.

“ 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, directly or indirectly, 100% of the Equity Interests of each other 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 (3) Business Days prior to a Borrowing Date, (b) three (3) Business Days prior to the date of the conversion or continuation of an Advance, (c) three (3) Business Days prior to the issuance or Modification of a Facility LC, (d) three (3) 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 principal amount of all obligations of the Company and its Subsidiaries for borrowed money, 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 S. à r.l., 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 Borrower ” means the Company, Polaris Sales, Inc., a Minnesota corporation, and each other Subsidiary of the Company incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia that is approved as a Domestic Borrower by the Required Lenders, and any such Domestic Borrower’s respective successors and assigns.

“ Domestic Borrower Obligations ” means all Obligations, including without limitation all unpaid principal of and accrued and unpaid interest on any Advances made to any Borrower, all LC Obligations, all obligations in connection with Cash Management Services, all Rate Management Obligations, all accrued and unpaid fees related to any of the foregoing 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.

“ 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 July 2, 2018.

“ 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 Domestic Borrowers 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 Domestic Borrowers 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 means 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 or Australian 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, (y) in Canadian Dollars, the CDOR Rate and (z) in Australian Dollars, the AUD Screen 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 (2) 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), (iv) any U.S. federal withholding Taxes imposed by FATCA and (v) any Swiss Withholding Taxes to be deducted from payments to a specific Lender (but without prejudice to the rights of the remaining Lenders) imposed as a direct result of such Lender having made (or having become a Lender respectively a Participant as a result of) an assignment or transfer by Participation without the consent of the Company (if so required pursuant to Section 12) or which would not have been imposed if on the date on which the payment falls due the Lender had been a Qualifying Bank, but on that date that Lender is not or has ceased to be a Qualifying Bank other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or published concession of any relevant taxing authority.

“ 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 Third Amended and Restated Credit Agreement dated November 9, 2016 by and among the Borrowers party thereto, the Lenders party thereto and U.S. Bank National Association, as administrative agent 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.

“ Existing Term Loans ” means the Term 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 July 2, 2023, 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, the greater of (a) zero percent (0.0%) and (b) the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate 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 (3) Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“ Financial Covenant ” is defined in Section 6.28.

“ Foreign Borrower ” means Polaris Sales Europe S. à r.l. 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, subject at all times to Section 9.8.

“ 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 Amended and Restated Guaranty dated as of July 2, 2018 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 of the payment or performance of such Indebtedness, or (d) to otherwise assure or hold harmless the owner of such Indebtedness 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.

“ Guidelines ” means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 ( Merkblatt “ Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben) ” vom 22. September 1986 ), guideline S-02.122.1 in relation to bonds of April 1999 ( Merkblatt “ Obligationen ” vom April 1999 ), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 ( Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner ), guideline S-02.128 in relation to syndicated credit facilities of January 2000 ( Merkblatt “ Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen ” vom Januar 2000 ), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits ( Kreisschreiben Nr. 34 “ Kundenguthaben ” vom 26. Juli 2011 ) and the circular letter No. 15 of 7 February 2007 (1‑015-DVS-2007) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes ( Kreisschreiben Nr. 15 “ Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben ” vom 7. Februar 2007 ), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

“ 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 ” means, 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.

“ 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 respective capacities 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 (4) 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, Capital 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 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 Acquisition ” means any Permitted Acquisition that involves the payment of consideration (including, without limitation, the assumption of Indebtedness) by the Company and its Subsidiaries equal to or greater than $250,000,000.

“ 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 Moody’s Investors Service, Inc.

“ Most Favored Lender Notice ” means a written notice from the Company to Administrative Agent delivered promptly, and in any event within five (5) Business Days after the inclusion of any Financial Covenant or any event of default, definition or other provision relating to such Financial Covenant in a Note Agreement (including by way of amendment or other modification of any existing provision thereof), pursuant to Section 6.28, by an Authorized Officer of the Company in reasonable detail, including reference to Section 6.28, a verbatim statement of such Financial Covenant, event of default, definition, or other provision relating to such Financial Covenant and related to explanatory calculations, as applicable.

“ 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-Bank Lender ” means any Lender that is not a Qualifying Bank.

“ Non-Bank Rules ” means, together, the 10 Non-Bank Rule and the 20 Non-Bank Rule.

“ 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).

“ Note Agreement ” is defined in Section 6.28.

“ 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 NPAs) issued pursuant to the NPAs.

“ NPAs ” means that certain Master Note Purchase Agreement, dated as of December 13, 2010 between the Company and the holders from time to time of the notes issued thereunder, as in effect on December 20, 2017, as amended by that certain First Amendment to Master Note Purchase Agreement, dated as of August 19, 2011, as further amended by that certain Second Amendment to Master Note Purchase Agreement, dated as of December 28, 2016 and as supplemented by that certain First Supplement to Note Purchase Agreement dated as of December 19, 2013, as amended by that certain First Amendment to First Supplement to Note Purchase Agreement dated as of February 24, 2014 and that certain Master Note Purchase Agreement entered into as of the date hereof or as either may be modified hereafter without breach of the provisions of this Agreement and such other Master Note Purchase Agreement as may hereafter be made by the Company and the holders from time to time of the notes issued thereunder on substantially the same terms as the initial NPAs or supplement thereto as may be made by the Company with respect to additional Private Placement Indebtedness issued after the date hereof not to exceed Two Hundred Million Dollars ($200,000,000) as the same may thereafter be modified thereafter 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 $100,000,000 (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 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) as a result of the Acquisition, the Company or one of its Wholly-Owned Subsidiaries becomes the owner of the Equity Interests, assets or line of business acquired pursuant to the Acquisition; (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; and (h) 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 NPAs.

“ Pledged Subsidiary ” means a Foreign Subsidiary of the Company (i) with respect to which (A) sixty-five percent (65%) of the voting Equity Interests and (B) one hundred percent (100%) of the non-voting 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 NPAs, the Noteholders or (ii) which is a Wholly- Owned Subsidiary of a Pledged Subsidiary.

“ Pledgor ” means 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 NPAs.

“ Private Placement Indebtedness ” means Indebtedness of the Borrowers incurred pursuant to the NPAs 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 NPAs 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 NPAs 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.

“ Qualifying Bank ” means any person acting on its own account which is licensed as a bank under the banking laws in force in its jurisdiction of incorporation and any branch of a legal entity, which is licensed as a bank under the banking laws in force in the jurisdiction where such branch is situated, and which, in each case, exercises as its main purpose a true banking activity, having its own bank personnel, premises, communication devices and decision making power, all in accordance with the Guidelines.

“ 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 (2) 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 (3) Business Days before the first day of such Interest Period, (e) if the related Advance is denominated in Australian Dollars, three Business Days before the first day of such Interest Period and (f) 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 5.16.

“ 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) Amended and Restated 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 28, 2011, or any amendment, restatement, renewal, novation or replacement thereof; (ii) Second Amended and Restated Manufacturer’s Financing Agreement between Polaris Industries Ltd. and GE Commercial Distribution Finance Canada (a predecessor in interest to Wells Fargo Capital Finance Corporation Canada) dated December 7, 2015 or any amendment, restatement, renewal, novation 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, novation 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, novation or replacement thereof; (v) Financial Agreement between Wells Fargo Bank International Unlimited Company (as novated from G.E. Capital Bank Unlimited (previously Transamerica Commercial Finance France)) and Polaris France S.A. dated April 20, 2001, or any amendment, restatement, renewal, novation or replacement thereof; (vi) Agreement between Wells Fargo Bank International Unlimited Company (as novated from G.E. Capital Bank Limited (previously Transamerica Commercial Finance Limited)) and Polaris Britain Limited dated June 14, 2002, as supplemented by a Supplemental Agreement dated June 14, 2002, or any amendment, restatement, renewal, novation or replacement thereof; (vii) Master Factoring Agreement between Wells Fargo Bank International Unlimited Company (as novated from G.E. Capital Bank Limited (previously GE Commercial Distribution Finance Europe Limited)) and Polaris Britain Limited dated February 29, 2008, or any amendment, restatement, renewal, novation 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 September 4, 2003 (Sweden), or any amendment, restatement, renewal, novation 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 4, 2003 (Norway), or any amendment, restatement, renewal, novation or replacement thereof; (x) Master Factoring Agreement between Wells Fargo Bank International Unlimited Company (as novated from G.E. Capital Bank Limited (previously G.E. Commercial Distribution Finance GmbH)) and Polaris Germany GmbH dated July 27, 2007, or any amendment, restatement, renewal, novation or replacement thereof; (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, novation or replacement thereof; (xii) Agreement for the Purchase and Sale of Accounts Receivable between Polaris Sales Inc, a Minnesota Corporation, and Polaris Acceptance, an Illinois general partnership, dated June 18, 2014, or any amendment, restatement, renewal, novation or replacement thereof; (xiii) Master Factoring Agreement between Polaris Limited, China and Wells Fargo CDF Commercial Factoring (China) Company Limited (previously known as GE Factoring Company Limited) dated June 14, 2013 or any amendment, restatement, renewal, novation or replacement thereof; (xiv) Distributor Agreement among Wells Fargo International (Australia Pty Limited, Wells Fargo International Finance (New Zealand) Limited and Polaris Sales Australia Pty Ltd. dated February 16, 2018, or any amendment, restatement, renewal, novation or replacement thereof; and (xv) Exclusive Program Agreement, dated May 1, 2017, by and among the Boat Holdings, LLC, Highwater Marine LLC, Pontoon Boat, LLC, TCF Inventory Finance, Inc. and TCF Commercial Finance Canada, Inc., as amended by the First Amendment to Exclusive Program Agreement dated August 20, 2017, and as supplemented by that certain Exclusive Program Letter, dated as of May 1, 2017 or any amendment, restatement, renewal, novation 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 thirty (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 Interests 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 ” means at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

“ Sanctioned Person ” means 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, any EU member state or Her Majesty’s Treasury of the United Kingdom, (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 ” means 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, Sarbanes-Oxley 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 a Borrower that is incorporated in Switzerland or, if different, is considered to be tax resident in Switzerland for Swiss Withholding Tax purposes.

“ 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 the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 ( Bundesgesetz über die Verrechnungssteuer ).

“ 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).

“ 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.

1.2. Loan Classes . 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”).

ARTICLE II
THE CREDITS

2.1. Commitments .

2.1.1. Revolving Facility .

(a) As of the Effective Date, the aggregate outstanding principal amount of the Existing Revolving Loans, other than, for the avoidance of doubt, any “Swing Line Loans” (under and as defined in the Existing Credit Agreement) is set forth on Schedule 2.1.1 . The Existing Revolving Loans are held by the Existing Lenders in the amounts set forth on Schedule 2.1.1 . Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrowers herein, each of the parties hereto hereby agrees that (A) the Existing Revolving Loans shall be, from and following the Effective Date, continued and outstanding as the Revolving Loans under this Agreement, (B) concurrently therewith, the Extending Lenders shall have assigned their Existing Revolving Loans and Existing Commitments among themselves and to the New Lenders and hereby direct the Administrative Agent to re-allocate all Existing Revolving Loans and Existing Commitments and require the extension of new Revolving Loans, such that, after giving effect to the transactions contemplated hereby the Revolving Loans and Commitments (prior to giving effect to any Advances to be made on the Effective Date) shall be allocated among the Lenders as set forth in Schedule 2.1.1 , (C) all “Swing Line Loans” (under and as defined in the Existing Credit Agreement) and “Letters of Credit” (under and as defined in the Existing Credit Agreement) outstanding and issued under the Existing Credit Agreement immediately prior to the Effective Date shall continue to be outstanding and issued under this Agreement, and (D) on and after the Effective Date the terms of this Agreement shall govern the rights and obligations of the Borrowers, the other Loan Parties, the Lenders, the Swing Line Lender, the LC Issuers and the Administrative Agent with respect thereto.

(b) From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Borrowers in Agreed Currencies, participate in Facility LCs issued in Agreed Currencies, and participate in Facility LCs issued in Discretionary Currencies at the discretion of an LC Issuer, in each case upon the request of the Borrowers; provided, that (i) after giving effect to the making of each such Revolving Loan and the issuance of each such Facility LC, the Dollar Amount of each Lender’s Outstanding Revolving Credit Exposure shall not exceed its Revolving Commitment, and (ii) all Base Rate Loans shall be made in Dollars. Subject to the terms of this Agreement, each Borrower may borrow, repay and reborrow the Revolving Loans at any time prior to the Facility Termination Date; provided , that a Foreign Borrower may only borrow in its respective Designated Currencies. The Revolving Commitments shall expire on the Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19.

2.1.2. Term Loan Facility . Subject to the terms and conditions hereof, each Lender agrees to make available loans in the amount of such Lender’s Term Loan Commitment to the Borrowers in Dollars (each, a “ Term Loan ” and, collectively, the “ Term Loans ”) on the Effective Date. Amounts repaid in respect of Term Loans may not be reborrowed.

Each of the Existing Lenders party hereto agrees to roll over all of its outstanding Existing Term Loans on the Effective Date pursuant to a cashless settlement mechanism approved by the Company and the Administrative Agent.

2.2. Determination of Dollar Amounts; Required Payments; Termination . The Administrative Agent will determine the Dollar Amount of all outstanding and requested Advances and Facility LCs on each Computation Date. If at any time (a) the Dollar Amount of the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the Borrowers shall immediately make a payment on the Obligations sufficient to eliminate such excess and the Dollar Amount of the aggregate amount of outstanding Facility LCs (less any amount already held by the Administrative Agent in the Facility LC Collateral Account) exceeds one hundred five percent (105%) of the Facility LC Sublimit, the Borrowers shall immediately pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the excess of the aggregate amount of outstanding Facility LCs (less any amount already held by the Administrative Agent in the Facility LC Collateral Account) over the Facility LC Sublimit. The Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in full by the Borrowers on the Facility Termination Date or, as to Outstanding Revolving Credit Exposure as to which there shall have been an Extension, the Extended Termination Date, as the case may be.

2.3. Ratable Loans; Types of Advances . Each Revolving Advance hereunder (other than any Swing Line Loan) shall consist of Revolving Loans made from the several Revolving Lenders ratably according to their Pro Rata Shares. The Revolving Advances may be Base Rate Advances or Eurocurrency Advances, or a combination thereof, selected by a Borrower in accordance with Sections 2.8 and 2.9, or Swing Line Loans selected by a Borrower in accordance with Section 2.4. Each Term Loan Advance hereunder shall consist of Term Loans made from the several Term Lenders ratably according to their Pro Rata Shares. The Term Loan Advances may be Base Rate Advances or Eurocurrency Advances.

2.4. Swing Line Loans .

2.4.1. Amount of Swing Line Loans . Subject to the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Facility Termination Date, the Company may request that the Swing Line Lender, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Company from time to time in an aggregate principal amount not to exceed the Swing Line Sublimit; provided , that (a) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment, and (b) at no time shall the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) the Swing Line Lender’s Pro Rata Share of the LC Obligations, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Swing Line Loans at any time prior to the Facility Termination Date. Swing Line Loans shall only be made in Dollars. The making of Swing Line Loans shall be in the discretion of the Swing Line Lender.

2.4.2. Borrowing Notice . Any request by the Company for a Swing Line Loan shall be in writing, or by telephone promptly confirmed in writing or by e‑mail (a “ Swing Line Borrowing Notice ”), and must be given to the Administrative Agent and the Swing Line Lender not later than 2:00 p.m. (Central time) on the Borrowing Date of any requested Swing Line Loan. The Swing Line Borrowing Notice must specify (a) the applicable Borrowing Date (which date shall be a Business Day), (b) the aggregate amount of the requested Swing Line Loan, which shall be an amount not less than $100,000 or the equivalent amount and (iii) whether such Swing Line Loan shall bear interest at the Base Rate or the Daily Eurocurrency Rate.

2.4.3. Making of Swing Line Loans; Participations . Not later than 3:00 p.m. (Central time) on the applicable Borrowing Date, the Swing Line Lender shall make available the Swing Line Loan, in funds immediately available, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the Swing Line Lender available to the Company on the Borrowing Date at the Administrative Agent’s aforesaid address. Each time that a Swing Line Loan is made by the Swing Line Lender pursuant to this Section 2.4.3, the Swing Line Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing Line Lender a participation in such Swing Line Loan in proportion to its Pro Rata Share.

2.4.4. Repayment of Swing Line Loans . Each Swing Line Loan shall be paid in full by the Company on the date selected by the Administrative Agent upon at least one (1) Business Day’s notice in writing, or by telephone promptly confirmed in writing or by e- mail to the Company. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.4.3 or require each Lender (including the Swing Line Lender) to make a Revolving Loan to the Company in the amount of such Lender’s Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than 1:00 p.m. (Central time) on the date of any notice received pursuant to this Section 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.4.3 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Company, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Company, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

2.5. Facility Fees . The Borrowers agree to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share of the Revolving Loans a Facility Fee at a per annum rate equal to the Applicable Facility Fee Rate on the average daily Aggregate Revolving Commitment from the Effective Date to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date.

2.6. Minimum Amount of Each Advance . Each Eurocurrency Advance shall be in the minimum amount of $5,000,000 and incremental amounts in integral multiples of $1,000,000, and each Base Rate Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of $1,000,000 and incremental amounts in integral multiples of $1,000,000, provided, however , that any Revolving Base Rate Advance may be in the amount of the Available Aggregate Revolving Commitment and any Term Base Rate Advance may be in the amount of the Available Aggregate Term Loan Commitment.

2.7. Reductions in Aggregate Commitment; Optional Principal Payments . The Borrowers may permanently reduce the Revolving Commitment in whole, or in part ratably among the Lenders, in each case, in integral multiples of $50,000,000, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however , that the amount of the Revolving Commitment may not be reduced below the Aggregate Outstanding Revolving Credit Exposure and the Term Loan Commitment may not be reduced below the Aggregate Outstanding Term Loan Credit Exposure. All accrued Facility Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. The Borrowers may from time to time pay, without penalty or premium, all outstanding Base Rate Advances (other than Swing Line Loans), or, if less, in integral multiples of $1,000,000, any portion of the outstanding Base Rate Advances (other than Swing Line Loans) upon same day notice to the Administrative Agent (by 11:00 a.m.(Central time)). The Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, with notice to the Administrative Agent and the Swing Line Lender by 10:00 a.m. (Central time) on the date of repayment. The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in an aggregate amount of $5,000,000 and incremental amounts in integral multiples of $1,000,000, any portion of the outstanding Eurocurrency Advances upon three (3) Business Days’ prior written notice to the Administrative Agent. All voluntary prepayments of Term Loans pursuant to this Section 2.7 shall be applied to scheduled principal installments of the Term Loans as directed by the Borrowers; provided that, upon the occurrence and during the continuation of any Event of Default, all voluntary prepayments of Term Loans pursuant to this Section 2.7 shall be applied to scheduled principal installments of the Term Loans in inverse order of maturity.

2.8. Method of Selecting Types, Classes and Interest Periods for New Advances . The Borrower requesting an Advance shall select the Type and Class of Advance and, in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto from time to time. Such Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit D (a “ Borrowing Notice ”) not later than 11:00 a.m. (Central time) on the Borrowing Date of each Base Rate Advance (other than a Swing Line Loan), three (3) Business Days before the Borrowing Date for each Eurocurrency Advance in Dollars and four (4) Business Days before the Borrowing Date for each Eurocurrency Advance in a currency other than Dollars, specifying:

(i)

the Borrowing Date, which shall be a Business Day, of such Advance,

(ii)

the aggregate amount of such Advance,

(iii)

the Type of Advance selected,

(iv)

the Class of Advance selected, and

(v)

in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto (which in the case of a Foreign Borrower shall be in one of the Designated Currencies applicable to such Foreign Borrower).

Not later than 1:00 p.m. (Central time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will make the funds so received from the Lenders available to such Borrower at the Administrative Agent’s aforesaid address.

2.9. Conversion and Continuation of Outstanding Advances; Maximum Number of Interest Periods . Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances (other than Swing Line Loans) are converted into Eurocurrency Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.4.4 or 2.7. Each Eurocurrency Advance denominated in Dollars shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower of such Eurocurrency Advance shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Each Eurocurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of one month (except that a Eurocurrency Advance in Swiss Francs or Euros with an Interest Period of seven days shall automatically continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of seven days) unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower of such Eurocurrency Advance shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period or that such Eurocurrency Advance be converted to an Advance in Dollars. Subject to the terms of Section 2.6, the Borrowers may elect from time to time to convert all or any part of a Base Rate Advance (other than a Swing Line Loan) into a Eurocurrency Advance. The Borrower of an Advance shall give the Administrative Agent irrevocable notice (a “ Conversion/Continuation Notice ”) of each conversion of a Base Rate Advance into a Eurocurrency Advance, conversion of a Eurocurrency Advance to a Base Rate Advance, or continuation of a Eurocurrency Advance not later than 11:00 a.m. (Central time) at least three (3) Business Days (four (4) Business Days for Eurocurrency Advances in Agreed Currencies other than Dollars) prior to the date of the requested conversion or continuation, specifying:

(i)

the requested date, which shall be a Business Day, of such conversion or continuation,

(ii)

the Agreed Currency amount and Type of the Advance which is to be converted or continued, and

(iii)

the amount of such Advance which is to be converted into or continued as a Eurocurrency Advance and the duration of the Interest Period applicable thereto.

After giving effect to all Advances, all conversions of Advances from one Type to another and all continuations of Advances of the same Type, there shall be no more than ten (10) Interest Periods in effect hereunder; provided that there shall be no more than five (5) Interest Periods in effect with respect to all of the Advances denominated in Agreed Currencies (other than Dollars) at any time.

Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent and such Lender.

2.10. Interest Rates . Each Base Rate Advance (other than a Swing Line Loan) shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurocurrency Advance into a Base Rate Advance pursuant to Section 2.9, to but excluding the date it becomes due or is converted into a Eurocurrency Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Base Rate for such day. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date it is paid, at a rate per annum equal to the Base Rate or the Daily Eurocurrency Rate. Changes in the rate of interest on that portion of any Advance maintained as a Base Rate Advance or Daily Eurocurrency Loan will take effect simultaneously with each change in the Alternate Base Rate, Daily Eurocurrency Base Rate or Applicable Margins, respectively. Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and the Pricing Schedule. No Interest Period may end after the Facility Termination Date.

2.11. Rates Applicable After Event of Default . Notwithstanding anything to the contrary contained in Sections 2.8, 2.9 or 2.10, during the continuance of a Default or Event of Default the Required Lenders may, at their option, by notice from the Administrative Agent to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a Eurocurrency Advance. During the continuance of an Event of Default the Required Lenders may, at their option, by notice from the Administrative Agent to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Advance in an Agreed Currency other than Dollars shall be converted to an Advance in the Approximate Equivalent Amount in Dollars, (ii) each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2.00% per annum, (iii) each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate in effect from time to time plus 2.00% per annum, and (iv) the LC Fee shall be increased by 2.00% per annum; provided that, during the continuance of an Event of Default under Section 7.6 or 7.7, the interest rates set forth in clauses (ii) and (iii) above and the increase in the LC Fee set forth in clause (iv) above shall be applicable automatically to all Credit Extensions without any election or action on the part of the Administrative Agent or any Lender. After an Event of Default has been cured or waived, the interest rate applicable to advances and the LC Fee shall revert to the rates applicable prior to the occurrence of an Event of Default.

2.12. Method of Payment; Repayment of Term Loans .

(a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation (or Lending Installations in the event different Lending Installations are designated for Obligations denominated in different Agreed Currencies) of the Administrative Agent specified in writing by the Administrative Agent to the Borrowers, by 1:00 p.m. (Central time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. The Administrative Agent is hereby authorized to charge accounts of the Borrowers maintained with U.S. Bank for each payment of principal, interest, Reimbursement Obligations and fees as they becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrowers to the LC Issuer pursuant to Section 2.19.6. Notwithstanding anything to the contrary herein, reimbursements pursuant to Section 2.19.5 and Section 2.19.6 of amounts paid by the LC Issuer in respect of Facility LCs shall be paid in Dollars in an amount equal to the Dollar Amount of such amounts determined by such LC Issuer as of the applicable LC Payment Date.

(b) The Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Facility Termination Date or, as to Outstanding Revolving Credit Exposure as to which there shall have been an Extension, the Extended Termination Date, as the case may be. Beginning with the first Payment Date occurring after the Effective Date on each Payment Date thereafter (or, if such date is not a Business Day, on the immediately preceding Business Day), the Borrowers shall make quarterly payments of principal on the Term Loans in an amount equal to one and one quarter percent (1.25%) of the Aggregate Outstanding Term Loan Credit Exposure. To the extent not previously paid, all unpaid Term Loans shall be paid in full in cash by the Borrowers on the Facility Termination Date.

(c) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “ Original Currency ”) no longer exists or the Borrower of such Advance is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

2.13. Noteless Agreement; Evidence of Indebtedness .

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Agreed Currency and Type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (iii) the original stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (d) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however , that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Obligations in accordance with their terms.

(d) Any Lender may request that its Loans be evidenced by a promissory note or, in the case of the Swing Line Lender, promissory notes representing its Revolving Loans, Swing Line Loans and Term Loans, respectively, substantially in the form of Exhibit E-1 and E-3 in the case of the Domestic Borrowers or Exhibit E-2 and E-4 , in the case of any Foreign Borrower, with appropriate changes for notes evidencing Swing Line Loans (each a “ Note ”). In such event, the Borrowers shall prepare, execute and deliver to such Lender such Note or Notes payable to the order of such Lender in a form supplied by the Administrative Agent. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (b) (i) and (ii) above.

2.14. Telephonic Notices . The Borrowers hereby authorize the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Agreed Currencies and Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of a Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. Each Borrower agrees to deliver promptly to the Administrative Agent a written confirmation (which may include e‑mail) of each telephonic notice made by such Borrower authenticated by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error. The parties agree to prepare appropriate documentation to correct any such error within ten (10) days after discovery by any party to this Agreement.

2.15. Interest Payment Dates; Interest and Fee Basis . Interest accrued on each Base Rate Advance and each Swing Line Loan shall be payable on each Payment Date, commencing with the first such Payment Date to occur after the Effective Date and at maturity. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than three (3) months shall also be payable on the last day of each three (3) month interval during such Interest Period. Interest on all Advances and fees shall be calculated for actual days elapsed on the basis of a 360-day year, except that (i) Interest on Advances denominated in Pounds Sterling, (ii) Interest on Advances denominated in Australian Dollars and (iii) Interest at the Base Rate shall each be calculated for actual days elapsed on the basis of a 365 or 366-day year, as the case may be. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 12:00 noon (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

2.16. Notification of Advances , Interest Rates , Prepayments and Commitment Reductions . Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after notice from the LC Issuer, the Administrative Agent will notify each Lender of the contents of each request for issuance of a Facility LC hereunder. The Administrative Agent will notify each Lender of the currency and interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.17. Lending Installations . Each Lender may book its Advances and its participation in any LC Obligations and the LC Issuer may book the Facility LCs at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and the LC Issuer may, by written notice to the Administrative Agent and the Borrowers in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made.

2.18. Non-Receipt of Funds by the Administrative Agent . Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan.

2.19. Facility LCs .

2.19.1. Issuance; Facility LC Amounts . (1) Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars, any other Agreed Currency, or any Discretionary Currency acceptable to such LC Issuer (each Letter of Credit issued on and after the Effective Date pursuant to this Section 2.19, a “ Facility LC ”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“ Modify ,” and each such action a “ Modification ”), from time to time from and including the Effective Date and prior to the Facility Termination Date upon the request of a Borrower; provided that immediately after each such Facility LC is issued or Modified (as confirmed by such LC Issuer with the Administrative Agent in writing prior to the issuance or Modification of such Facility LC), (i) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Unless approved by all the Lenders, no Facility LC shall have an expiry date later than one year after its issuance.

(b) No LC Issuer shall be under any obligation to issue any Facility LC if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC, or any law applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in particular or shall impose upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the LC Issuer in good faith deems material to it; or (ii) the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to Letters of Credit generally.

(c) If a Borrower so requests, an LC Issuer may, in its sole and absolute discretion, agree to issue an Auto-Extension Facility LC; provided that any such Auto-Extension Facility LC must permit the LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Facility LC) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Facility LC is issued. Unless otherwise directed by such LC Issuer, the applicable Borrower shall not be required to make a specific request to the LC Issuer for any such extension. Once an Auto-Extension Facility LC has been issued, the Lenders shall be deemed to have authorized (but may not require) such LC Issuer to permit the extension of such Facility LC at any time; provided, however, that the LC Issuer shall not permit any such extension if (A) the LC Issuer has determined (or has been advised by the Administrative Agent on or before the day that is seven Business Days before the Non-Extension Notice Date) that it would not be permitted, or would have no obligation, at such time to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (i) or (ii) of Section 2.19.1(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the LC Issuer not to permit such extension.

(d) Unless otherwise specified herein, the amount of a Facility LC at any time shall be deemed to be the Dollar Amount of the stated amount of such Facility LC in effect at such time; provided, however, that with respect to any Facility LC that by its terms provides for one or more automatic increases in the stated amount thereof, the amount of such Facility LC shall be deemed to be the Dollar Amount of the maximum stated amount of such Facility LC after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

2.19.2. Participations . Upon the satisfaction of the conditions precedent set forth in Section 4.l, in the case of the Existing Letters of Credit, or otherwise upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.19, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata Share.

2.19.3. Notice . Subject to Section 2.19.1, a Borrower shall give the Administrative Agent notice prior to 10:00 a.m. (Central time) at least two (2) Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the Administrative Agent shall promptly notify the LC Issuer and each Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that such Facility LC shall be satisfactory to the LC Issuer and that such Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a “ Facility LC Application ”). The LC Issuer shall have no independent duty to ascertain whether the conditions set forth in Article IV have been satisfied; provided, however, that the LC Issuer shall not issue a Facility LC if, on or before the proposed date of issuance, the LC Issuer shall have received notice from the Administrative Agent or the Required Lenders that any such condition has not been satisfied or waived. In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.19.4. LC Fees . Each Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Facility LC issued for the account of such Borrower, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurocurrency Loans in effect from time to time on the original face amount of the Facility LC for the period from the date of issuance to the scheduled expiration date of such Facility LC, such fee to be payable in arrears on each Payment Date (the “ LC Fee ”). Such Borrower shall also pay to the LC Issuer for its own account (x) a fronting fee in an amount agreed upon between the LC Issuer and such Borrower and (y) on demand, all amendment, drawing and other fees regularly charged by the LC Issuer to its letter of credit customers and all out-of-pocket expenses incurred by the LC Issuer in connection with the issuance, Modification, administration or payment of any Facility LC.

2.19.5. Administration; Reimbursement by Lenders . Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Company and the Borrower for which such Facility LC was issued and each other Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the “ LC Payment Date ”). The responsibility of the LC Issuer to the Company and any such Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse the LC Issuer through the Administrative Agent on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrowers pursuant to Section 2.19.6 below and there are not funds available in the Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the LC Issuer’s demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Eastern time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances.

2.19.6. Reimbursement by Borrowers . The Domestic Borrowers and any Foreign Borrower for which a Facility LC was issued shall be irrevocably and unconditionally obligated to reimburse the LC Issuer through the Administrative Agent on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither any Domestic Borrower, nor such Foreign Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Domestic Borrower, such Foreign Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment) in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by any Domestic Borrower or such Foreign Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from a Domestic Borrower or a Foreign Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer through the Administrative Agent in respect of such Facility LC pursuant to Section 2.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Domestic Borrowers or a Foreign Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

2.19.7. Obligations Absolute . Each of the Domestic Borrower’s and any applicable Foreign Borrower’s obligations under this Section 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrowers may have or have had against the LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrowers further agree with the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and each Borrower’s Reimbursement Obligation in respect of its Facility LCs issued shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among such Borrower, any of their Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of any Borrower or of any of their Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Domestic Borrowers and each applicable Foreign Borrower agrees that any action taken or omitted by the LC Issuer or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment), shall be binding upon such Borrower(s) and shall not put the LC Issuer or any Lender under any liability to any Borrower. Nothing in this Section 2.19.7 is intended to limit the right of a Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19.6.

2.19.8. Actions of LC Issuer . The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex, teletype or electronic mail message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

2.19.9. Indemnification . In addition to their other obligations under this Agreement, the Borrowers hereby agree to protect, indemnify, pay and hold the LC Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable counsel fees and disbursements) that the LC Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the LC Issuer to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “ Government Acts ”). As between the Borrowers and the LC Issuer, the Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. In the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment), the LC Issuer shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (G) any consequences arising from causes beyond the control of the LC Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the LC Issuer’s rights or powers hereunder.

2.19.10. Lenders’ Indemnification . Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC (as determined by a court of competent jurisdiction by final and nonappealable judgment) after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

2.19.11. Facility LC Collateral Account . The Company agrees that it will, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any Facility LC issued for the account of any Borrower, maintain a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each, a “ Facility LC Collateral Account ”), in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders and in which neither the Company nor any other Borrower shall have an interest other than as set forth in Section 8.1. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in a Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations of the Company and the Foreign Borrowers. The Administrative Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of U.S. Bank having a maturity not exceeding thirty (30) days. No later than the fifth Business Day prior to the Facility Termination Date, the Borrowers will deposit into the Facility LC Collateral Account Cash Collateral in an amount equal to the sum of (a) 105% of the Dollar Amount of LC Obligations with respect to Facility LCs denominated in Agreed Currencies, plus (b) 115% of the Dollar Amount of LC Obligations with respect to Facility LCs denominated in Discretionary Currencies. Except as specifically required in the preceding sentence, nothing in this Section 2.19.11 shall require, or obligate the Administrative Agent to require, the Company or any other Borrower to deposit any funds in a Facility LC Collateral Account, or limit the right of the Administrative Agent to release any funds held in a Facility LC Collateral Account in each case other than as required by Section 8.1.

2.19.12. Rights as a Lender . In its capacity as a Lender, the LC Issuer shall have the same rights and obligations as any other Lender.

2.20. Replacement of Lender . If the Borrowers are required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Base Rate Advances into Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19.5 or the Swing Line Lender pursuant to Section 2.4.4 or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (any Lender so affected an “ Affected Lender ”), the Company may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement; and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

2.21. Limitation of Interest . The Borrowers, the Administrative Agent and the Lenders intend to strictly comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law; provided that, to the maximum extent permitted by applicable law, any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of the Obligations. In no event shall the Borrowers or any other Person be obligated to pay, or any Lender have any right or privilege to reserve, receive or retain, (i) any interest in excess of the maximum amount of non-usurious interest permitted under the applicable laws (if any) of the United States or of any applicable state, or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, that the interest rate (the “ Stated Rate ”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of the Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor.

2.22. Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)

Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii)

Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the LC Issuer and Swing Line Lender hereunder; third , to Cash Collateralize the LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22(d); fourth , as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth , to the payment of any amounts owing to the Lenders, the LC Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuer or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth , if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Credit Exposure of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and ninth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Facility LCs were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)

Certain Fees .

(A) [reserved];

(B) Each Defaulting Lender shall be entitled to receive a Facility Fee for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding principal amount of the Revolving Loans funded by it, and (2) its ratable share of the stated amount of Facility LCs for which it has provided Cash Collateral pursuant to Section 2.22(d);

(C) Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its ratable share of the stated amount of Facility LCs for which it has provided Cash Collateral pursuant to Section 2.22(d); and

(D) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clauses (B) or (C) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the LC Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the LC Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)

Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, each Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non‑Defaulting Lender’s increased exposure following such reallocation.

(v)

Cash Collateral, Repayment of Swing Line Loans . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, each Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the LC Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.22(d).

(b) Defaulting Lender Cure . If the Borrowers, the Administrative Agent, the Swing Line Lender and the LC Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Facility LCs and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Facility LCs . So long as any Lender is a Defaulting Lender, the LC Issuer shall not be required to issue, extend, renew or increase any Facility LC unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d) Cash Collateral . At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or the LC Issuer (with a copy to the Administrative Agent) the Borrowers shall Cash Collateralize the LC Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)

Grant of Security Interest . Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuer, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of LC Obligations, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, each Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)

Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 in respect of Facility LCs shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein.

(iii)

Termination of Requirement . Cash Collateral (or the appropriate portion thereof) provided to reduce the LC Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22(d) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the LC Issuer that there exists excess Cash Collateral; provided that, subject to this Section 2.22 the Person providing Cash Collateral and the LC Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

2.23. Market Disruption . Notwithstanding the satisfaction of all applicable conditions referred to in Article II and Article IV with respect to any Advance or Facility LC in any Agreed Currency other than Dollars, if there shall occur on or prior to the date of such Advance or the date of issuance of such Facility LC any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance or Facility LC to be denominated in the Agreed Currency specified by a Borrower, then the Administrative Agent shall forthwith give notice thereof to such Borrower and the Lenders, and such Loans or Facility LC shall not be denominated in such Agreed Currency but shall be made on such Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice or Conversion/Continuation Notice, as the case may be, as Base Rate Loans, unless such Borrower notifies the Administrative Agent at least one (1) Business Day before such Borrowing Date (in the event that the Administrative Agent has given such notice to such Borrower no later than two (2) Business Days prior to such Borrowing Date and otherwise as soon as practicable in the circumstances but in any case prior to the making of such Advance or issuance of such Facility LC) that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Agreed Currency, as the case may be, in which the denomination of such Loans would in the opinion of the Administrative Agent and the Required Lenders be practicable and in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice or Conversion/Continuation Notice, as the case may be.

2.24. Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s offices on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 11.2, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.

2.25. Increase Option . The Borrowers may from time to time elect to increase the Revolving Commitments or enter into one or more tranches of term loans (each an “ Incremental Term Loan ”), in each case in minimum increments of $10,000,000 or such lower amount as the Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases in the Revolving Commitments and all such Incremental Term Loans does not exceed $940,000,000. The Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or to participate in such Incremental Term Loans, an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new bank, financial institution or other entity, an “ Augmenting Lender ”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or extend new Revolving Commitments, as the case may be; provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Company, the Administrative Agent and the LC Issuer and (ii) (x) in the case of an Increasing Lender, the Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit F hereto, and (y) in the case of an Augmenting Lender, the Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit G hereto. No consent of any Lender (other than the Lenders participating in the increase in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.25 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loan, (A) the conditions set forth in paragraphs (i) and (ii) of Section 4.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of each Borrower and (B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time.

This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.

2.26. Foreign Borrowers . The Company may at any time or from time to time, with the consent of the Administrative Agent and all of the Lenders, add as a party to this Agreement any Foreign Subsidiary to be a Foreign Borrower hereunder by (a) the execution and delivery to the Administrative Agent and the Lenders of a duly completed Assumption Letter by the Company and such Foreign Subsidiary (which Assumption Letter shall include a designation of the Agreed Currencies in which such Foreign Borrower may borrow Advances hereunder), with the consent and acknowledgement of the Administrative Agent, (b) the satisfaction of the conditions set forth in Section 4.3 and (c) delivery to the Administrative Agent and the Lenders of such other opinions, agreements, documents, certificates or other items as may reasonably be required by the Administrative Agent. Upon such execution, delivery and consent, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Borrower, authorized to borrow in its Designated Currencies, as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Foreign Borrower under this Agreement and all other Foreign Borrower Obligations of such Foreign Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Foreign Subsidiary’s status as a “Foreign Borrower” (it being understood and agreed that such Foreign Borrower shall remain liable with respect to indemnification and similar obligations incurred prior to such termination). The Administrative Agent shall give the Lenders written notice of the addition of any Foreign Borrower to this Agreement.

2.27. Liability of the Borrowers .

2.27.1. Liability . EACH DOMESTIC BORROWER AGREES THAT IT IS LIABLE FOR THE PAYMENT OF ALL OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT, AND THAT THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER CAN ENFORCE SUCH OBLIGATIONS AGAINST ANY DOMESTIC BORROWER IN THEIR SOLE AND UNLIMITED DISCRETION. EACH FOREIGN BORROWER IS LIABLE ONLY FOR ITS FOREIGN BORROWER OBLIGATIONS, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY LOAN DOCUMENT.

2.27.2. Borrowers’ Agent . Each Borrower, by executing this Agreement or by entering into an Assumption Letter becoming a party to this Agreement, appoints the Company as its agent for purposes of carrying out the obligations and enforcing the rights of the Borrowers hereunder. All notices to be given to the Borrowers hereunder may be delivered to the Company as agent for the Borrowers and all actions to be taken by a Borrower hereunder may be taken by such Borrower or by the Company as agent for such Borrower.

2.27.3. Waivers of Defenses . The Obligations of each Domestic Borrower for the Domestic Borrower Obligations or the Foreign Borrower Obligations shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of such Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Administrative Agent, the Lenders or the LC Issuer hereunder to extend credit shall have expired or been terminated. The purpose and intent of this Agreement is that the Domestic Borrower Obligations and the Foreign Borrower Obligations constitute the direct and primary obligations of the Domestic Borrowers, and that the covenants, agreements and all obligations of the Domestic Borrowers with respect thereto hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations for which it is liable, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

2.27.4. Actions Not Required . Each Borrower, to the extent permitted by applicable law, hereby waives any and all right to cause a marshaling of the assets of any other Borrower or any other action by any court or other governmental body with respect thereto or to cause the Administrative Agent, the Lenders or the LC Issuer to proceed against any security for the Obligations or any other recourse which they may have with respect thereto and further waives any and all requirements that the Administrative Agent, the Lenders or the LC Issuer institute any action or proceeding at law or in equity, or obtain any judgment, against any other Borrower or any other Person, or with respect to any collateral security for the Obligations, as a condition precedent to making demand on or bringing an action or obtaining and/or enforcing a judgment against, such Borrower under this Agreement.

2.27.5. Subrogation . Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application of funds of any Borrower by the Administrative Agent, the Lenders or the LC Issuer, no Borrower shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Lenders or the LC Issuer against any other Borrower or any Guarantor or any collateral security or guaranty or right of offset held by the Administrative Agent, any Lender or the LC Issuer for the payment of the Obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower or any Guarantor in respect of payments made by such Borrower hereunder, until all amounts owing to the Administrative Agent, the Lenders and the LC Issuer by the Borrowers on account of the Obligations are irrevocably paid in full.

2.27.6. Recovery of Payment . If any payment received by the Administrative Agent, the Lenders or the LC Issuer and applied to the Obligations is subsequently set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of a Borrower or any other obligor), the Obligations to which such payment was applied shall, to the extent permitted by applicable law, be deemed to have continued in existence, notwithstanding such application, and each Borrower liable on such Obligations shall be jointly and severally liable for such Obligations as fully as if such application had never been made. References in this Agreement to amounts “irrevocably paid” or to “irrevocable payment” refer to payments that cannot be set aside, recovered, rescinded or required to be returned for any reason.

2.27.7. Borrowers’ Financial Condition . Each Domestic Borrower is familiar with the financial condition of each other Borrower, and each Domestic Borrower has executed and delivered this Agreement based on its own judgment and not in reliance upon any statement or representation of the Administrative Agent, any Lender or the LC Issuer. None of the Administrative Agent, any Lender or the LC Issuer shall have any obligation to provide any Borrower with any advice whatsoever or to inform any Borrower at any time of its actions, evaluations or conclusions on the financial condition or any other matter concerning the Borrowers.

2.27.8. Bankruptcy of the Borrowers . Each Borrower expressly agrees, to the extent permitted by applicable law, that the liabilities and obligations of that Borrower under this Agreement shall not in any way be impaired or otherwise affected by the institution by or against any other Borrower or any other Person of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Obligations pursuant to any such bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in any way the Obligations of that Borrower under this Agreement, and that upon the institution of any of the above actions, such Obligations shall be enforceable against that Borrower.

2.27.9. Limitation; Insolvency Laws . As used in this Section: (a) the term “ Applicable Insolvency Laws ” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “ Specified Lien ” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, to the maximum extent that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowers. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

2.28. Extensions of Commitments .

(a) The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (i) any Default or Event of Default shall have occurred and be continuing, or (ii) there shall have occurred since the Effective Date a change in 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, which could reasonably be expected to have a Material Adverse Effect.

(b) The Administrative Agent, with the consent of the Required Lenders, may enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Revolving Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.28. Without limiting the foregoing, in connection with any Extension, the Borrowers and any Subsidiary shall execute such agreements, confirmations or other documentation as the Administrative Agent shall reasonably request to accomplish the purposes of this Section 2.28. This Section 2.28 shall supersede any provision in Section 8.3 to the contrary.

ARTICLE III
YIELD PROTECTION; TAXES

3.1. Yield Protection . If, on or after the Effective Date, there occurs any Change in Law which:

(a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or

(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or

(c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further , that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.2. Changes in Capital Adequacy Regulations . If a Lender or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (ii) any change on or after the Effective Date in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender or the LC Issuer, the Borrowers shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender or the LC Issuer to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s or the LC Issuer’s right to demand such compensation; provided that the Borrowers shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 90 days prior to the date that such Lender or the LC Issuer notifies any Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s or the LC Issuer’s intention to claim compensation therefor; provided further , that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.3. Availability of Types of Advances; Adequacy of Interest Rate .

3.3.1. If the Administrative Agent or the Required Lenders determine:

(a) that deposits of a type and maturity appropriate to match fund Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market or

(b) the Administrative Agent, in consultation with the Lenders, determines that the interest rate applicable to Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining Eurocurrency Advances or Daily Eurocurrency Loans,

then the Administrative Agent shall suspend the availability of Eurocurrency Advances or Daily Eurocurrency Loans and require any affected Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.3.2. Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3.1(a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in the applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3.2 or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall seek to jointly agree upon an alternate rate of interest to the Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 8.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3.2, (x) any request pursuant to Section 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3.2 shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

3.4. Funding Indemnification . If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower of such Advance for any reason other than default by the Lenders, a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower of a Eurocurrency Loan fails to borrow, convert, continue or prepay such Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower of such Eurocurrency Loan pursuant to Section 2.20, the Domestic Borrowers and such Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “ Interest Differential ” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrowers agree that Interest Differential shall not be discounted to its present value.

The Borrowers hereby acknowledge that the Borrowers shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrowers to the Lenders whether arising out of a voluntary or mandatory prepayment.

3.5. Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then the applicable Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.5) the applicable Lender, the LC Issuer or the Administrative Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made; provided , that no Swiss Borrower shall have any obligation to pay such additional sums with respect to Swiss Withholding Tax; but provided further , that the foregoing proviso shall not limit in any way the obligation of the Domestic Borrowers to pay such additional sums with respect to Swiss Withholding Tax applicable to payments made by Swiss Borrowers.

(b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Loan Parties shall indemnify each Lender, each LC Issuer and the Administrative Agent, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.5) payable or paid by such Lender, such LC Issuer or the Administrative Agent or required to be withheld or deducted from a payment to such Lender, such LC Issuer or the Administrative Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided , that no Swiss Borrower shall be obligated to indemnify the Lenders, the LC Issuers or the Administrative Agent with respect to amounts for which they are excluded from liability under Section 3.5(a) by the first proviso thereof. A certificate as to the amount of such payment or liability delivered to any Borrower by a Lender or LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or LC Issuer, shall be conclusive absent manifest error.

(d) Each Lender shall severally indemnify the Administrative Agent, within thirty (30) days after demand therefor, for (i) any Indemnified Taxes and Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.2.3 relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.5, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent that will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.5(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)

Without limiting the generality of the foregoing,

(A) any Lender that is a United States Person for U.S. federal income Tax purposes shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W‑9 certifying that such Lender is exempt from U.S. federal backup withholding Tax.

(B) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Non-U.S. Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W‑8BEN or IRS Form W‑8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W‑8BEN or IRS Form W- 8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(2) executed copies of IRS Form W‑8ECI;

(3) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed copies of IRS Form W- 8BEN or IRS Form W‑8BEN-E; or

(4) to the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN, IRS Form W‑8BEN-E, IRS Form W‑8IMY or IRS Form W‑9, and/or other certification documents from each beneficial owner, as applicable.

(C) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.5 (including by the payment of additional amounts pursuant to this Section 3.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Each party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) For purposes of Sections 3.5(d) and (f), the term “Lender” includes the LC Issuer.

(j) For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers, the other Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans and the Facility LCs as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(k) If Swiss Federal Withholding Tax becomes due in respect of any interest payable by a Swiss Borrower under this Agreement, the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment (as provided for in Sections 2.10 and 2.11 in the absence of this Section 3.5(k) divided by (ii) 1 minus the rate at which the deduction of Swiss Federal Withholding Tax is required to be made and (a) that the Swiss Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Section 3.5(k) and (b) all references to a rate of interest in Sections 2.10 and 2.11 shall be construed accordingly.

3.6. Selection of Lending Installation; Mitigation Obligations; Lender Statements ; Survival of Indemnity . To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans or Daily Eurocurrency Loan (in the case of Swing Line Lender) to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurocurrency Advances or Daily Eurocurrency Loans under Section 3.3, so long as such designation is not, in the judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurocurrency Loan or Daily Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan and the Swing Line Lender funded its Daily Eurocurrency Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate or Daily Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrowers of such written statement. The obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

3.7. Non-U.S. Reserve Costs or Fees . If any law or 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), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Eurocurrency Loans to any Foreign Borrower or its Commitment to any Foreign Borrower or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurocurrency Loans to any Foreign Borrower or Commitment to any Foreign Borrower, then, within 15 days of demand by such Lender, such Foreign Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received; provided that such Foreign Borrower shall not be required to compensate any Lender for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such Lender as a result of the calculation of the interest rate applicable to Eurocurrency Advances pursuant to the definition of “Eurocurrency Rate.”

3.8. Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, or fund Advances whose interest is determined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Eurocurrency Advances or to convert Base Rate Advances to Eurocurrency Advances shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Advances of such Lender to Base Rate Advances (the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Advances and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4.

ARTICLE IV
CONDITIONS PRECEDENT

4.1. Effectiveness . This Agreement shall be effective as of the Effective Date upon the satisfaction of each of the following conditions:

(i)

The Administrative Agent shall have received a counterpart of this Agreement, duly executed and delivered on behalf of an Authorized Officer of each Borrower, the Extending Lenders, any New Lenders, each LC Issuer, the Swing Line Lender and the Administrative Agent.

(ii)

The Administrative Agent shall have received Notes executed by the Domestic Borrowers and executed by Polaris Sales Europe S. à r.l. in favor of each of the Lenders, if any, which has requested notes pursuant to Section 2.13(d) of this Agreement.

(iii)

The Administrative Agent shall have received counterparts of the Guaranty, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each of the Guarantors.

(iv)

The Administrative Agent shall have received for the account of the Existing Lenders unpaid accrued interest on the Existing Revolving Loans and the Existing Term Loans together with all unpaid accrued fees thereon and other amounts due and payable with respect thereto (including, for the avoidance of doubt, any amounts payable with respect to any “Eurocurrency Advances” (under and as defined in the Existing Credit Agreement) pursuant to Section 3.4 of the Existing Credit Agreement as a result of the Effective Date occurring on any day other than the last day of the Interest Period for any such Eurocurrency Advance).

(v)

The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the each Domestic Borrower certifying (i) that there have been no changes in the charter document of such Person, as attached thereto and as certified as of a recent date by the Secretary of State of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the by-laws, as attached thereto, of such Person as in effect on the date of such certification, (iii) resolutions of the Board of Directors of such Person authorizing the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party, (iv) the Good Standing Certificate for such Person from the Secretary of State of the jurisdiction of its organization, and (v) the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement and the other Loan Documents to which it is a party, and authorized to request an Advance or the issuance of a Facility LC under this Agreement.

(vi)

The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party other than the Domestic Borrowers certifying that (i) there have been no changes in the charter document of such Person, as attached thereto and as certified as of a recent date by the Secretary of State (or equivalent) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the by-laws (or equivalent), as attached thereto, of such Person as in effect on the date of such certification, (iii) resolutions of the Board of Directors of such Person authorizing the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party, (iv) the Good Standing Certificate (or equivalent) for such Person from the Secretary of State (or equivalent) of the jurisdiction of its organization, and (v) the names and true signatures of the incumbent officers of such Person authorized to sign the Loan Documents to which it is a party, and (in the case of Polaris Sales Europe S. à r.l.) authorized to request an Advance or the issuance of a Facility LC under this Agreement.

(vii)

The Administrative Agent shall have received a Certificate signed by the chief financial officer of the Company certifying the following: on the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of this Agreement are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

(viii)

The Administrative Agent shall have received a written opinion of the Borrowers’ counsel (which may include local counsel and in-house counsel), addressed to the Lenders substantially covering the opinions set forth in Exhibit A .

(ix)

[Reserved].

(x)

The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.

(xi)

There shall not have occurred a change in 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, since December 31, 2017, which could reasonably be expected to have a Material Adverse Effect.

(xii)

The Administrative Agent shall have received all governmental, equity holder and third party consents and approvals necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Company and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could have such effect.

(xiii)

No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect.

(xiv)

The Administrative Agent shall have received: (a) pro forma financial statements giving effect to the Credit Extensions contemplated hereby, which demonstrate, in the Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Company and its Subsidiaries can repay their debts and satisfy their other obligations as and when they become due, and can comply with the financial covenants set forth in Section 6.25, (b) such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, and (c) audited consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended December 31, 2015, December 31, 2016, and December 31, 2017. The Administrative Agent will be deemed to have received the financial statements described in clauses (c) and (d) if the same are on file with the Securities and Exchange Commission.

(xv)

The Administrative Agent shall have received evidence reasonably satisfactory to it of current insurance coverage for the Company and its Subsidiaries conforming to the requirements of Section 5.18.

(xvi)

The Administrative Agent shall have received payoff letters from each Non-Extending Lender in form and substance reasonably acceptable to the Company and the Administrative Agent.

(xvii)

At least five (5) days prior to the Effective Date, if any of Company or Polaris Sales Europe S. à r.l. qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company and Polaris Sales Europe S. à r.l. must deliver a Beneficial Ownership Certification in relation to the Company and Polaris Sales Europe S. à r.l., as applicable.

4.2. Each Credit Extension . The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date:

(i)

There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension.

(ii)

The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

4.3. Initial Advance to Each Borrower . No Lender shall be required to make any Advance to any Borrower that becomes party to this Agreement after the Effective Date unless the Company or such Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders:

(i)

The Assumption Letter executed and delivered by such Borrower and containing the written consent of the Company thereon, as contemplated by Section 2.26;

(ii)

Copies of the articles or certificate of incorporation (or the equivalent thereof) of such Borrower together with all amendments, and a certificate of good standing (or the equivalent thereof), each certified by the appropriate governmental officer in its jurisdiction of organization, as well as any other information required by Section 326 of the USA PATRIOT Act or necessary for the Administrative Agent or any Lender to verify the identity of such Borrower as required by Section 326 of the USA PATRIOT Act;

(iii)

Copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of such Borrower of its by-laws (or the equivalent thereof) and of its Board of Directors’ (or the equivalent thereof) resolutions and of resolutions or actions of any other body authorizing the execution of the Assumption Letter and the other Loan Documents to which such Borrower is a party;

(iv)

An incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of such Borrower, which shall identify by name and title and bear the signature of the officers of such Borrower authorized to sign the Assumption Letter and the other Loan Documents to which such Borrower, as applicable, is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower;

(v)

An opinion of counsel to such Borrower in a form reasonably acceptable to the Administrative Agent and its counsel; and

(vi)

Such other instruments, documents or agreements as the Administrative Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant to the Lenders that:

5.1. Existence and Standing . The Company and each of its Subsidiaries (a) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or formed, as the case may be and is validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization, (b) is duly qualified and in good standing as a foreign organization and authorized to do business in every other jurisdiction where its ownership or operation of Property or the conduct of its business would require it to be qualified, in good standing and authorized, unless the failure to be so qualified, in good standing or authorized would not have or would not reasonably be expected to have a Material Adverse Effect and (c) has all requisite authority to conduct its business in each jurisdiction in which its business is now conducted.

5.2. Authorization and Validity . Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate, limited liability company or partnership proceedings, and the Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

5.3. No Conflict; Government Consent . Neither the execution and delivery by each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will (i) violate, contravene or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or any of its Subsidiaries, (ii) violate, contravene or conflict with the Company’s or any of its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate, contravene or conflict with, or cause an event of default under, the provisions of any indenture, instrument or agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Company or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any of its Subsidiaries, is required to be obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4. Financial Statements; Internal Control Event .

(a) The December 31, 2017, audited consolidated financial statements of the Company and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

(b) To the best knowledge of the Company, no Internal Control Event exists or has occurred since the date of the financial statements delivered pursuant to Section 6.1(i) that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries on a consolidated basis.

5.5. Material Adverse Change . Since December 31, 2017, there has been no change in the business, Property, liabilities (actual or contingent), operations, prospects, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries which would reasonably be expected to have a Material Adverse Effect.

5.6. Taxes . The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no Lien exists. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate in accordance with GAAP.

5.7. Litigation and Guaranty Obligations . There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Company or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay this Agreement or the making of any Credit Extensions.

5.8. Non-Bank Rules . Each Swiss Borrower represents and warrants that it is in compliance with the Non-Bank Rules; provided that a Swiss Borrower shall not be in breach of this representation if its number of creditors in respect of either the 10 Non-Bank Rule or the 20 Non-Bank Rule is exceeded solely by reason of a failure by one or more Lenders to comply with its obligations under Section 12 or having lost its status as Qualifying Bank. For the purpose of its compliance with the 20 Non-Bank Rule under this Section 5.8, the number of Lenders under this Agreement which are not Qualifying Banks shall be deemed to be ten (10) (irrespective of whether or not there are, at any time, any such Lenders).

5.9. ERISA . Except as would not result in or would not reasonably be expected to result in a Material Adverse Effect.

(a) (i) No ERISA Event has occurred, and, to the best knowledge of the Company, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iii) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Company, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) The actuarial present value of all “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocated to such accrued liabilities.

(c) Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has incurred, or, to the best of each such party’s knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default), or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

(d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Company, any Subsidiary of the Company or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Company, any Subsidiary of the Company or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Company, each of its Subsidiaries and each ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.

(e) Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

5.10. Accuracy of Information .

5.10.1. No information, exhibit or report furnished by the Company or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

5.10.2. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

5.11. Intellectual Property . The Company and each of its Subsidiaries owns, or has the legal right to use, all patents, trademarks, tradenames, copyrights, technology, know-how and processes (the “ Intellectual Property ”) necessary for each of them to conduct its business as currently conducted, except where failure to own or have such legal right to use would not have or would not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property owned by the Company or any of its Subsidiaries or that the Company or any of its Subsidiaries has a right to use or the validity or effectiveness of any such Intellectual Property, nor does the Company or any of its Subsidiaries have knowledge of any such claim, and, to the knowledge of the Company and its Subsidiaries, the use of any Intellectual Property by the Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that in the aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect.

5.12. EEA Financial Institution . Neither the Company nor any of its Subsidiaries is an EEA Financial Institution.

5.13. Compliance With Laws . The Company and its Subsidiaries are in compliance in all material respects with all applicable statutes, rules, regulations, permits, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property. The Company, its Subsidiaries and their respective officers and employees and to the knowledge of the Company, its directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects. No Credit Extension, use of the proceeds of any Credit Extension or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. The Company and its Subsidiaries are in compliance in all material respects with the PATRIOT Act. Neither the making of any Loan nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

5.14. Ownership of Properties . Except as set forth on Schedule 5.14 , on the Effective Date, the Company and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.17, to all of the Property and assets reflected in the Company’s most recent consolidated financial statements provided to the Administrative Agent as owned by the Company and its Subsidiaries.

5.15. Plan Assets; Prohibited Transactions . Neither the Company nor any of its Subsidiaries is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3- 101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.16. Environmental Matters . In the ordinary course of its business, the officers of the Company consider the effect of Environmental Laws on the business of the Company and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to the Company and its Subsidiaries due to Environmental Laws. On the basis of this consideration, the Company has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have adopted procedures that are reasonably designed to (i) ensure that the Company and its Subsidiaries, and of their operations and each of the real properties owned, leased or operated by the Company or any of its Subsidiaries (the “ Real Properties ”) complies with applicable Environmental Laws and (ii) minimize any liabilities or potential liabilities that the Company, any Subsidiary, any of their respective operations or any of the Real Properties may have under applicable Environmental Laws.

5.17. Government Regulation .

(a) No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Advance or drawing under each Facility LC, not more than 25% of the value of the assets (either of the applicable Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) will be margin stock.

(b) No Loan Party is or is required to be registered as an “investment company” or a company “controlled” by an under the Investment Company Act of 1940, as amended.

5.18. Insurance . The Company maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies that are not Affiliates of the Company insurance on all their Property, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or its Subsidiaries operate; provided , that the Loan Parties and their Subsidiaries may maintain a program of self-insurance with respect to product liability and worker’s compensation liability.

5.19. Solvency .

(a) Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the application of the proceeds of such Credit Extensions, (a) the fair value of the assets of the Company and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Company and its Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the Company and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Company and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Company and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured in the normal course of business; and (d) the Company and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the Effective Date giving due consideration to the prevailing practice in the industries in which the Company and its Subsidiaries are engaged or are to engage. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(b) The Company does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature in their ordinary course.

5.20. No Default . No Default or Event of Default has occurred and is continuing.

5.21. Foreign Borrowers .

(a) To ensure the enforceability or admissibility in evidence of this Agreement and each other Loan Document to which a Foreign Borrower is a party in the laws of the jurisdiction of such Foreign Borrower’s organization (such jurisdiction being hereinafter referred to as the “ Home Country ”), it is not necessary that this Agreement or any other Loan Document to which such Foreign Borrower is a party or any other document be filed or recorded with any court or other authority in its Home Country or that any stamp or similar tax be paid to or in respect of this Agreement or any other Loan Document of such Foreign Borrower, other than documents which have been so filed or recorded and stamp or similar taxes which have been so paid.

(b) No Foreign Borrower nor any of their respective assets is entitled to immunity from suit, execution, attachment or other legal process. Each Foreign Borrower’s execution and delivery of the Loan Documents to which it is a party constitute, and the exercise of its rights and performance of and compliance with its obligations under such Loan Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

(c) It is understood and agreed by the parties hereto that the representations and warranties in this Section 5.21 of each Foreign Borrower shall only be applicable to such Foreign Borrower on and after the date of its execution of its Assumption Letter.

5.22. Foreign Employee Benefit Matters . (a) Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Plan; (b) the aggregate of the accumulated benefit obligations under all Foreign Pension Plans does not exceed to any material extent the current fair market value of the assets held in the trusts or similar funding vehicles for such Plans; (c) with respect to any Foreign Employee Benefit Plan maintained or contributed to by the Company or any of its Subsidiaries or any member of its Controlled Group (other than a Foreign Pension Plan), reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Plan is maintained; and (d) there are no material actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of the Company and its Subsidiaries, threatened against the Company or any of its Subsidiaries or any member of its Controlled Group with respect to any Foreign Employee Benefit Plan. For purposes of this Section 5.22, the term “material” means any noncompliance or basis for liability which could reasonably be likely to subject the Company or any of its Subsidiary to liability, individually or in the aggregate, in excess of $25,000,000.

5.23. Sanctioned Persons . None of the Company, its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any of their respective directors, officers or employees is a Sanctioned Person.

ARTICLE VI
COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1. Financial Reporting . The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, subject to Section 9.8, and furnish to the Administrative Agent and the Lenders:

(i)

Within ninety (90) days after the close of each of its fiscal years, for the Company and its Subsidiaries, a consolidated balance sheet and income statement as of the end of such fiscal year, together with related consolidated statements of operations, retained earnings, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal year, all such consolidated financial information described above to be in reasonable form and detail and accompanied by an unqualified opinion of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.

(ii)

Within forty-five (45) days after the close of the first three quarterly periods of each of its fiscal years, for the Company and its Subsidiaries, an unaudited consolidated balance sheet and income statement, as of the end of such fiscal quarter, together with related consolidated statements of operations and consolidated statements of retained earnings and of cash flows for such fiscal quarter in each case setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by an Authorized Officer as fairly presenting, in all material respects, the financial condition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year- end adjustments.

(iii)

Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof.

(iv)

Promptly upon the furnishing thereof to the shareholders of the Company, copies of all financial statements, reports and proxy statements so furnished.

(v)

Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Subsidiaries files with the Securities and Exchange Commission.

(vi)

Upon the Company, any Subsidiary of the Company or any ERISA Affiliate obtaining knowledge thereof, such Person shall give written notice to the Administrative Agent and each of the Lenders promptly (and in any event within two (2) Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against the Company, any Subsidiary of the Company or any ERISA Affiliate, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which the Company, any Subsidiary of the Company or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that could have a Material Adverse Effect; in each case together with a description of any such event or condition or a copy of any such notice and a statement by an Authorized Officer of the Company briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by such Person with respect thereto. Promptly upon request, the Company shall furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).

(vii)

Environmental . During the existence of an Event of Default, and upon the written request of the Administrative Agent, the Company will furnish or cause to be furnished to the Administrative Agent, at the Company’s expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent regarding any release or threat of release of Hazardous Materials on any Real Properties and the compliance by the Company and its Subsidiaries with Environmental Laws. If the Company fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then the Administrative Agent may arrange for same, and the Company and its Subsidiaries hereby grants to the Administrative Agent and its representatives access to the Real Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Borrowers on demand.

(viii)

Such other information (including non-financial information and environmental reports) as the Administrative Agent or any Lender may from time to time reasonably request.

If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date. Any financial statement required to be furnished pursuant to Section 6.1(i) or Section 6.1(ii) shall be deemed to have been furnished on the date on which the Lenders receive notice that the Company has filed such financial statement with the Securities and Exchange Commission and is available on the EDGAR website on the Internet at www.sec.gov or any successor government website that is freely and readily available to the Administrative Agent and the Lenders without charge; provided , that the Company shall give notice of any such filing to the Administrative Agent (who shall then give notice of any such filing to the Lenders), which notice may be given by e‑mail. Notwithstanding the foregoing, the Company shall deliver paper copies of any such financial statement to the Administrative Agent if the Administrative Agent requests the Company to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

6.2. Material Subsidiaries . The Company shall cause Subsidiaries to be Material Subsidiaries such that, at all times, (a) the Property of the Company and its Material Subsidiaries shall be at least eighty percent (80%) of the aggregate Property of the Company and its Subsidiaries on a consolidated basis, (b) the revenue of the Company and its Material Subsidiaries for the most recent four (4) fiscal quarters shall be at least eighty percent (80%) of the Consolidated Revenue for such four (4) fiscal quarters and (c) the net income of the Company and its Material Subsidiaries for the most recent four (4) fiscal quarters shall be at least eighty percent (80%) of the Consolidated Net Income for such four (4) fiscal quarters; provided once a Subsidiary is a Material Subsidiary it shall remain a Material Subsidiary unless such Material Subsidiary is the subject of a disposition permitted pursuant to Section 6.15.

6.3. Use of Proceeds . Each Borrower will and will cause each Subsidiary to, use the proceeds of the Credit Extensions for working capital, capital expenditures, share repurchases, other lawful general corporate purposes in a manner not in conflict with any of any Borrower’s covenants in this Agreement. Without limitation of the above sentence, no Borrower will request any Credit Extension, and no Borrower shall use, and each Borrower shall ensure that its Subsidiaries, and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Credit Extension (a) to purchase or carry any “Margin Stock” (as defined in Regulation U), (b) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws or (c) in any manner that would result in the violation of any applicable Sanctions.

6.4. Notice of Material Events . The Company will, and will cause each Subsidiary to, give notice in writing to the Administrative Agent and each Lender, promptly and in any event within two (2) Business Days, of the occurrence of any of the following:

(i)

any Default or Event of Default;

(ii)

the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting any Borrower or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(iii)

the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred since the Effective Date, would reasonably be expected to result in a Material Adverse Effect;

(iv)

any material change in accounting policies of, or financial reporting practices by, any Borrower or any Subsidiary;

(v)

any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and

(vi)

any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of an Authorized Officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

6.5. Conduct of Business . Except as otherwise permitted by Section 6.14, the Company will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same, complementary, similar or reasonably related fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6.6. Taxes . The Company will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property; provided that neither the Company nor any Subsidiary need pay any such tax, assessment, governmental charge or levy if it is being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP unless the failure to make any such payment (i) would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

6.7. Insurance . The Company will, and will cause each of its Subsidiaries to, with financially sound and reputable insurance companies that are not Affiliates of the Company, maintain insurance on all their Property, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or its Subsidiaries operate, and the Borrowers will furnish to any Lender upon request full information as to the insurance carried; provided , that the Company may maintain a program of self-insurance with respect to product liability and worker’s compensation liability.

6.8. Compliance with Laws and Material Contractual Obligations . The Company will, and will cause each of its Subsidiaries to, (i) comply in all material respects with all laws, rules, regulations, orders, permits, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable Sanctions and (ii) perform in all material respects its obligations under material agreements to which it is a party to the extent necessary to ensure that non- compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

6.9. Maintenance of Properties . The Company will, and will cause each of its Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition (ordinary wear and tear and damages from casualty excepted), and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times; provided , that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and maintenance of any of its Property if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.10. Books and Records; Inspection . (b) The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

(ii)

The Company will, and will cause each of its Subsidiaries to, permit the Administrative Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Company and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of the Company and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or any Lender may designate.

6.11. Payment of Obligations . The Company will, and will cause each of its Subsidiaries to, pay its obligations, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where the validity or amount thereof is being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP unless the failure to make any such payment (i) would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

6.12. Indebtedness . The Company will not, nor will it permit any of its Subsidiaries to, create, incur or suffer to exist any:

(i)

Priority Debt in an aggregate amount in excess of twenty percent (20%) of Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company; or

(ii)

Any Indebtedness which would cause the Company to violate the provisions of Section 6.25.

6.13. Guaranty Obligations . The Company will not, nor will it permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Guaranty Obligation other than:

(i)

Guaranty Obligations with respect to the Obligations;

(ii)

Guaranty Obligations constituting part of the PAI Basket;

(iii)

Guaranty Obligations constituting Priority Debt permitted pursuant to Section 6.12(i);

(iv)

Guaranty Obligations constituting part of the Joint Venture Basket; and

(v)

Guaranty Obligations of any Guarantor with respect to any Private Placement Indebtedness;

(vi)

Guaranty Obligations of any Subsidiary with respect to any letter of credit that is issued by a Lender or any Affiliate of a Lender for the account of any Borrower;

(vii)

Repurchase obligations in an aggregate amount at any time outstanding not to exceed $1,000,000,000 of the Company and its Subsidiaries in connection with Receivables Securitization Transactions; and

(viii)

Other Guaranty Obligations of the Company and its Subsidiaries in an aggregate amount not to exceed $250,000,000.

6.14. Merger . The Company will not, nor will it permit any of its Subsidiaries to, merge or consolidate with or into any other Person or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided , that the Company or any of its Subsidiaries may merge or consolidate with or into, be dissolved or liquidated into, or amalgamate into another Person if all of the following conditions are satisfied:

(i)

The Administrative Agent is given prior written notice of such action;

(ii)

If the merger, consolidation, dissolution, liquidation or amalgamation involves a Loan Party, the surviving entity of such merger, consolidation, dissolution, liquidation or amalgamation shall either (a) be such Loan Party or (b) be the Company or a Wholly-Owned Subsidiary of the Company that in either case expressly assumes in writing all of the obligations of such Loan Party under the Loan Documents; provided , that if the transaction is between the Company and another Person, the Company must be the surviving entity;

(iii)

The Loan Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may request;

(iv)

Immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(v)

The Company delivers to the Administrative Agent an Authorized Officer’s certificate stating that such consolidation or merger, and any written agreement entered into in connection therewith, comply with this Section 6.14.

6.15. Sale of Assets . The Company will not, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or Property whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, Real Property and securities, other than a sale, lease, transfer or other disposal:

(i)

By a Loan Party of any or all of its assets to another Loan Party;

(ii)

Of inventory in the ordinary course of business;

(iii)

Of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Loan Party or the trade-in of equipment for equipment in better condition or of better quality;

(iv)

Which constitutes a Permitted Investment in the ordinary course of business;

(v)

By PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard to any amendment of such section);

(vi)

Of accounts receivable pursuant Receivables Securitization Transactions so long as the repurchase obligations associated with such disposition are permitted pursuant to Section 6.13(vii); and

(vii)

Other leases, sales or other dispositions of its Property; provided , that (a) the transfer is for fair market value, (b) no Default or Event of Default exists either prior to or after giving effect thereto and (c) together with all other Property of the Company and its Subsidiaries previously leased, sold or disposed of (other than as otherwise permitted by this Section) during the fiscal year in which any such lease, sale or other disposition occurs, do not exceed 10% of Total Assets, as determined on the last day of the most recently ended fiscal year of the Company.

Notwithstanding the foregoing provisions of this Section 6.15, the Company may, or may permit any Subsidiary to, make a disposition and the assets subject to such disposition shall not be subject to or included in any of the foregoing limitations or the computation contained in Section 6.15(vii)(c) of the preceding sentence if the net proceeds from such disposition are, within 270 days of such disposition, reinvested in productive assets used in carrying on the business of the Company and its Subsidiaries.

6.16. Investments . The Company will not, nor will it permit any of its Subsidiaries to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, except the following (each, a “ Permitted Investment ”):

(i)

Cash and Cash Equivalent Investments;

(ii)

Trade accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(iii)

Inventory, raw materials and general intangibles acquired in the ordinary course of business (including inventory repurchased in connection with wholesale financing arrangements);

(iv)

Investments by a Loan Party in another Loan Party;

(v)

Investments in existence on the Effective Date and described in Schedule 6.16 ;

(vi)

Investments constituting Permitted Acquisitions;

(vii)

Travel advances to management personnel and employees in the ordinary course of business;

(viii)

Additional Investments in Foreign Subsidiaries;

(ix)

Investments constituting part of the PAI Basket;

(x)

Boat Holdings Deferred Payments; and

(xi)

Other Investments in an aggregate amount, together with any Investments constituting part of the Joint Venture Basket, not to exceed, collectively, $750,000,000.

6.17. Liens . The Company will not, nor will it permit any of its Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of the Company or any of its Subsidiaries, except:

(i)

Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale, collection, levy or loss on account thereof) or the nonpayment of which is permitted by Section 6.6;

(ii)

Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations which are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale, collection, levy or loss on account thereof);

(iii)

Liens (other than Liens imposed under ERISA) arising out of pledges or deposits made in the ordinary course of business under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(iv)

Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, trade contracts and performance and return-of-money bonds, statutory or regulatory obligations and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money);

(v)

Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds;

(vi)

Utility easements, building restrictions and such other encumbrances or charges against Real Property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Company or its Subsidiaries;

(vii)

Judgment Liens that would not constitute an Event of Default;

(viii)

Liens (a) existing on Property at the time of its acquisition by the Company or a Subsidiary and not created in contemplation thereof, whether or not the Indebtedness secured by such Lien is assumed by the Company or a Subsidiary; or (b) created contemporaneously with the acquisition of Property (including Capital Leases) or within 180 days of the acquisition or completion of construction thereof or of improvements thereto to secure or provide for all or a portion of the acquisition price or cost of construction or improvements of such Property after the Effective Date; (c) existing on Property of a Person at the time such Person is merged or consolidated with, or becomes a Subsidiary of, or substantially all of its assets are acquired by, the Company or a Subsidiary and not created in contemplation thereof; or (d) securing Indebtedness comprised of Synthetic Leases, to the extent the related Indebtedness does not exceed, in the aggregate, ten percent (10%) of the Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company; provided that such Liens do not extend to additional Property of the Company or any Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the Property subject thereto;

(ix)

Liens securing Priority Debt permitted pursuant to Section 6.12(i);

(x)

Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

(xi)

Liens existing on the Effective Date and described in Schedule 6.17 and any renewals, extensions and replacements thereof not otherwise prohibited by this Agreement; provided , that with respect to Liens identified on Schedule 6.17 , (a) no such Lien shall extend to any Property other than the Property subject thereto on the Effective Date and (b) the principal amount of the Indebtedness secured by such Liens shall not be increased;

(xii)

Liens in favor of the Administrative Agent, securing the Obligations for the benefit of the Lenders and, to the extent required by the final provision of Section 10.4 of the NPAs, the obligations of the Company in respect of the Senior Notes issued thereunder;

(xiii)

Liens incidental to the conduct of business or the ownership of the Property (whether arising by contract or operation of law) incurred in the ordinary course of business and not in connection with the borrowing of money and that do not, in the aggregate, materially impair the use of that Property in the operation of the business of the Company and its Subsidiaries taken as a whole or the value of such Property for the purpose of such business; and

(xiv)

Encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way, minor survey exceptions and other rights and restrictions of record on the use of Real Property and defects in title arising or incurred in the ordinary course of business, which, individually and in the aggregate, do not materially impair the use of such Property or assets subject thereto in the business of the Company and its Subsidiaries taken as a whole.

6.18. Affiliates . The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms, substantially as favorable to the Company or such Subsidiary as the Company or such Subsidiary would obtain in a comparable arms-length transaction.

6.19. Sale and Leaseback Transactions . The Company will not, nor will it permit any of its Subsidiaries, to enter into or suffer to exist Sale and Leaseback Transactions, that result in an aggregate amount of Attributable Indebtedness arising from all such transactions entered into in any fiscal year to be in excess of $25,000,000.

6.20. [ Reserved .]

6.21. Fiscal Year; Accounting ; Organizational Documents . No Borrower will, nor will it permit its Subsidiaries to, (a) change its fiscal year, (b) change its accounting procedures, except as a result of changes in GAAP and in accordance with Section 9.8 or (c) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its organizational or governing documents.

6.22. No Other Negative Pledges . Except with respect to any Property subject to a Lien permitted pursuant to Section 6.17(viii), the Company will not, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except as set forth in (a) the Loan Documents, (b) the NPAs as in effect on the Effective Date or (c) the definitive documentation applicable to any other Private Placement Indebtedness, to the extent no more restrictive than those set forth in the Loan Documents.

6.23. PAI Assets . The Company will not, nor will it permit any Subsidiary to, allow PAI to own any assets other than Equity Interests in Acceptance Partnership and dividends or other distributions derived therefrom; provided , that PAI shall transfer any such dividends or distributions to the Company within fifteen (15) Business Days of receipt.

6.24. No Limitations . The Company will not, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person’s Equity Interests, (b) pay any Indebtedness owed to any other Loan Party, (c) make loans or advances to any other Loan Party or (d) transfer any of its Property to any other Loan Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment provisions in any lease governing a leasehold interest and (ii) this Agreement and the other Loan Documents.

6.25. Financial Covenants .

6.25.1. Interest Coverage Ratio . The Company will not permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four (4) fiscal quarters, of (i) Consolidated EBIT to (ii) Consolidated Interest Expense to be less than 3.00 to 1.0 (or so long as the ratio in the comparable covenant in the NPAs is higher, such higher ratio).

6.25.2. Leverage Ratio . The Company will not permit the Leverage Ratio at any time to be greater than 3.5 to 1.0 (or so long as the ratio in the comparable covenant in the NPAs is lower, such lower ratio); provided that, if the Adjusted Covenant Holiday has been exercised and the request therefor has been given effect, the Company will not permit the Leverage Ratio, determined as of the end of each of its four (4) consecutive fiscal quarters beginning with the fiscal quarter in which the applicable Material Acquisition is consummated (the “ Adjusted Covenant Period ”), to be greater than 4.0 to 1.0.

6.26. Anti-Corruption Compliance . The Company and each of its Subsidiaries shall take such actions reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with Anti-Corruption Laws and the PATRIOT Act.

6.27. Non-Bank Rules . Each Swiss Borrower shall ensure that it is at all times in compliance with the Non-Bank Rules; provided that a Swiss Borrower shall not be in breach of this covenant if its number of creditors in respect of either the 10 Non-Bank Rule or the 20 Non‑Bank Rule is exceeded solely by reason of a failure by one or more Lenders to comply with their obligations under Section 12 or having lost its status as Qualifying Bank. For the purpose of its compliance with the 20 Non-Bank Rule under this Section 6.27, the number of Lenders under this Agreement which are not Qualifying Banks shall be deemed to be ten (10) (irrespective of whether or not there are, at any time, any such Lenders).

6.28. Most-Favored Lender .

6.28.1. If the Borrowers shall at any time amend, supplement or otherwise modified the NPAs or become a party, as a borrower or guarantor, to any other credit agreement or other agreement, instrument, or document evidencing or issuing Indebtedness (collectively with the NPAs, the “ Note Agreements ”) that, in either case, requires a Borrower to comply with any financial covenant, undertaking, restriction, or other provision that limits or measures indebtedness, interest expense, shareholders’ equity, investment balances, debt service coverage, fixed charges, net worth, assets, asset sales, sale and leasebacks, liens, subsidiary indebtedness, restricted payments, dividends, or any similar items (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, as a right to be prepaid or offered to be prepaid or otherwise) (each a “ Financial Covenant ”) that is not at such time included or is more restrictive than what is included in this Agreement, then the Company shall provide a Most Favored Lender Notice to the Administrative Agent. Unless waived in writing by the Required Lenders within five (5) Business Days after the date on which such notice is required to be sent, each such Financial Covenant and each event of default, definition, and other provision relating to such Financial Covenant in the Note Agreement shall be deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full.

6.28.2. The incorporation of any Financial Covenant pursuant to this Section 6.28 shall:

(a) automatically (without any further action being taken by the Borrowers or any Lender) take effect simultaneously with the effectiveness of such Financial Covenant under the applicable Note Agreement;

(b) so long as no Default or Event of Default shall then exist under or in respect of such incorporated Financial Covenant, such financial covenants automatically (without any further action being taken by the Borrowers or any Lender other than as set forth below) shall be deleted or further modified if such Financial Covenant, definition, event of default or other provision relating thereto is deleted or made less restrictive on the Company and its Subsidiaries by way of a permanent written amendment or modification of such Note Agreement (and not by temporary waiver of rights thereunder); provided that:

(i) if any fee or other consideration is paid or given to any bank or other party to any Note Agreement in connection with such deletion or modification, each Lender receives equivalent consideration on a pro rata basis, and such deletion or modification shall not be effective until such consideration is received by each such holder; provided , however , that no consideration shall be due any Lender if the Financial Covenant shall have been deleted or modified in accordance with the terms of the underlying Note Agreement as a result of a reduction of the outstanding balance or other previously agreed to provision of such Note Agreement; and

(ii) in no event shall any deletion or relaxation of any such Financial Covenant have the effect of deleting or making less restrictive any covenant or other provision specifically set forth in this Agreement; and

ARTICLE VII
DEFAULTS

The occurrence of any one or more of the following events shall constitute an Event of Default (each an “ Event of Default ”):

7.1 Any representation or warranty made or deemed to be made by or on behalf of any Borrower or any of their respective Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made or confirmed;

7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or (iii) interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within three (3) Business Days after the same becomes due;

7.3 The breach by a Borrower of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.8, 6.10(ii), 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26 or 6.28;

7.4 The breach by a Borrower in the due performance or observance by it of any term, covenant or agreement contained in Section 6.1 and such default shall continue unremedied for a period of five (5) Business Days;

7.5 The breach by a Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied or waived within thirty (30) days after the earlier of the President, Chief Executive Officer, Chief Financial Officer or Treasurer of the Company becoming aware of any such breach or notice thereof given by the Administrative Agent;

7.6 (i) Any Loan Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Loan Documents and such default shall continue unremedied for a period of at least thirty (30) days after the earlier of the President, Chief Executive Officer, Chief Financial Officer or Treasurer of the Company, becoming aware of such default or notice thereof given by the Administrative Agent, (ii) any Loan Document shall fail to be in full force and effect or any Loan Party shall so assert or (iii) any Loan Document shall fail to give the Administrative Agent and/or the Lenders the liens, rights, powers and privileges purported to be created by such Loan Document;

7.7 The Guaranty or any provision thereof shall cease to be in full force and effect, or any Guarantor or any Person acting by or on behalf of such Guarantor shall deny, disaffirm or revoke such Guarantor’s obligations under such Guaranty (including without limitation pursuant to Section 19 thereof) or such Guarantor shall default in the due payment or performance of such Guaranty;

7.8 Failure of the Company or any of its Subsidiaries to pay when due any Material Indebtedness (beyond any applicable grace period with respect thereto); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any Material Indebtedness Agreement (beyond any applicable grace period with respect thereto), or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due;

7.9 The Company or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.9, or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.10;

7.10 Without the application, approval or consent of the Company or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.9(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days;

7.11 [Reserved];

7.12 (a) One or more judgments, orders, or decrees shall be entered against the Company or any one or more of its Subsidiaries involving a liability of $100,000,000 (or so long as the comparable default in the NPAs states a lesser amount, such lesser amount) or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (A) the last day on which such judgment, order or decree becomes final and unappealable or (B) sixty (60) days;

7.13 If (a) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (b) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans determined in accordance with Title IV of ERISA, shall exceed $100,000,000 (or so long as the comparable default in the NPAs states a lesser amount, such lesser amount), (d) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (e) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (f) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the company or any Subsidiary thereunder; and any such event or events described in clauses (a) through (f) above, either individually or together with any other event or events, would reasonably be expected to have a Material Adverse Effect;

7.14 Nonpayment by the Company or any Subsidiary of any obligation in connection with a Rate Management Transaction when due or the breach by the Company or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto (in each case, beyond any applicable grace period with respect thereto);

7.15 Any Change of Control shall occur;

7.16 Except as permitted pursuant to Section 8.3.1(iv), any Pledge Agreement shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Pledge Agreement, or any Pledge Agreement shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Pledge Agreement, or any Subsidiary of the Company shall fail to comply with any of the terms or provisions of any Pledge Agreement to which it is a party; or

7.17 All or substantially all of the Property of the Company or any of its Subsidiaries shall become subject to a condemnation, taking or other appropriation action by any Governmental Authority.

ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1. Acceleration; Remedies .

(a) If any Event of Default described in Section 7.9 or 7.10 occurs with respect to a Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “ Collateral Shortfall Amount ”). If any other Event of Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive, and (b) upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.

(b) The Administrative Agent may at any time or from time to time after funds are deposited in a Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrowers to the Lenders or the LC Issuer under the Loan Documents, as provided in Section 8.2; provided , that funds deposited in a Facility LC Collateral Account by a Foreign Borrower may only be applied by the Administrative Agent to the Foreign Borrower Obligations of such Foreign Borrower.

(c) At any time while any Event of Default is continuing, neither a Borrower nor any Person claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

(d) If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.9 or 7.10 with respect to a Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

(e) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent may, subject to the direction of the Required Lenders, exercise all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable law.

8.2. Application of Funds . After the exercise of remedies provided for in Section 8.1 (or after the Obligations have automatically become immediately due and payable as set forth in the first sentence of Section 8.1(a)), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order:

8.2.1. First, to payment of fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

8.2.2. Second, to payment of fees, indemnities and other amounts (other than principal, interest, LC Fees, Facility Fees) payable to the Lenders and the LC Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer as required by Section 9.6 and amounts payable under Article III);

8.2.3. Third, to payment of accrued and unpaid LC Fees, Facility Fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the LC Issuer in proportion to the respective amounts described in this Section 8.2.3 payable to them;

8.2.4. Fourth, to payment of the unpaid principal of the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to their Pro Rata Shares;

8.2.5. Fifth, to the Administrative Agent for deposit to the Facility LC Collateral Account to Cash Collateralize the LC Obligations;

8.2.6. Sixth, to payment of all other Obligations, ratably among the Lenders; and

8.2.7. Last, the balance, if any, to the Borrowers or as otherwise required by Law;

provided , however , that notwithstanding anything to the contrary set forth above, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this section.

8.3. Amendments .

8.3.1. Subject to the provisions of this Section 8.3, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Company may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Event of Default hereunder; provided, however , that no such supplemental agreement shall:

(i)

without the consent of each Lender directly affected thereby, extend the final maturity of any Loan, or extend the expiry date of any Facility LC to a date after the Facility Termination Date or postpone any regularly scheduled payment of principal of any Loan or forgive all or any portion of the principal amount thereof or any Reimbursement Obligation related thereto, or reduce the rate or extend the time of payment of interest or fees thereon or Reimbursement Obligations related thereto or increase the amount of the Commitment of such Lender hereunder;

(ii)

without the consent of all of the Lenders other than any Defaulting Lender, reduce the percentage specified in, or otherwise amend, the definition of Required Lenders or any other provision of this Agreement specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder;

(iii)

without the consent of all of the Lenders other than any Defaulting Lender, amend this Section 8.3;

(iv)

without the consent of all of the Lenders other than any Defaulting Lender, release all or substantially all of the Guarantors of the Obligations or, all or substantially all of the Equity Interests pledged pursuant to any Pledge Agreement; provided that the foregoing shall not imply or be construed to permit the release of any Domestic Borrower from its obligations under Section 2.27 without the consent of all of the Lenders; provided further that the Administrative Agent may, without the consent of any Lender, release all of the Equity Interests pledged pursuant to any Pledge Agreement upon the consent by the Noteholders to such release, terminate any such Pledge Agreement as necessary to give effect thereto;

(v)

without the consent of all of the Lenders other than any Defaulting Lender, amend the definition of Pro Rata Share or Sections 2.5, 2.19.4 or 11.2; or

(vi)

without the consent of all of the Lenders, amend the definitions of “Agreed Currencies”, Eligible Currency”, “Foreign Borrower”, or amend Section 2.26.

8.3.2. No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment of any provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. No amendment to any provision of this Agreement relating to the Swing Line Lender or any Swing Line Loans shall be affective without the written consent of the Swing Line Lender. The Administrative Agent may (i) waive payment of the fee required under Section 12.3.3 and (ii) implement any flex provisions contained in the fee letter described in Section 10.13. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical or immaterial nature, as determined in good faith by the Administrative Agent. For the avoidance of doubt, no amendment or amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 8.3 shall require the consent of any Lender (i) which, immediately after giving effect to such amendment or amendment and restatement, shall have no Commitment and (ii) which, substantially contemporaneously with the effectiveness of such amendment or amendment and restatement, is paid in full all amounts owing to it hereunder.

8.3.3. Preservation of Rights . No delay or omission of the Lenders, the LC Issuer or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of an Event of Default or the inability of the Borrowers to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent, the LC Issuer and the Lenders until the Obligations have been paid in full.

ARTICLE IX
GENERAL PROVISIONS

9.1. Survival of Representations . All representations and warranties of the Borrowers contained in this Agreement shall survive the making of the Credit Extensions herein contemplated for so long as any Obligation or the Commitments hereunder shall remain unpaid, unsatisfied or outstanding.

9.2. Governmental Regulation . Anything contained in this Agreement to the contrary notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to a Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3. Headings . Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4. Entire Agreement . The Loan Documents embody the entire agreement and understanding among the Borrowers, the Administrative Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrowers, the Administrative Agent, the LC Issuer and the Lenders relating to the subject matter thereof other than those contained in the fee letter described in Section 10.13, which shall survive and remain in full force and effect during the term of this Agreement.

9.5. Several Obligations ; Benefits of this Agreement . The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however , that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9.6. Expenses; Indemnification .

(a) The Domestic Borrowers shall reimburse the Administrative Agent and the Arranger upon demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent or the Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent and the Arranger, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the Administrative Agent), review, amendment and modification of the Loan Documents. The Borrowers also agree, subject to Section 2.27.1 with respect to the Foreign Borrowers, to reimburse the Administrative Agent, the Arranger, the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent, the Arranger, the LC Issuer and the Lenders and/or the allocated costs of in-house counsel incurred from time to time, paid or incurred by the Administrative Agent, the Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Domestic Borrowers under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. Each Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “ Reports ”) pertaining to the assets of the Company and its Subsidiaries for internal use by U.S. Bank from information furnished to it by or on behalf of the Company and its Subsidiaries, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

(b) The Borrowers, subject to Section 2.27.1 with respect to the Foreign Borrowers, hereby further agree to indemnify and hold harmless the Administrative Agent, the Arranger, the LC Issuer, each Lender, their respective officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “ Indemnified Person ”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with the Loan Documents or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or shareholders), and to reimburse each such Indemnified Person upon written demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided , that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or expenses (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person, (b) result from a claim brought by the Company or any Subsidiary against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations under the Loan Documents, if the Company or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (c) are to reimburse an Indemnified Person for any claims, damages, actual losses, liabilities or expenses related to an investigation, litigation or proceeding solely between or among Indemnified Persons.

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9.7. Numbers of Documents . All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

9.8. Accounting . Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing the financial statements referred to in Section 5.4; provided , however that, notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined therein, or (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided , that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of monthly, quarterly and annual financial statements required hereunder. In addition, notwithstanding any other provision contained herein, in the event of a change of the treatment of operating leases under GAAP (e.g. Financial Accounting Standards Board Accounting Standards Codification 842), thereafter the definitions set forth in this Agreement and any financial calculations required by the Loan Documents shall be computed to exclude any change to operating lease accounting rules and all lease liabilities and right of use assets related to operating leases shall be excluded from all calculations made for the purpose of determining compliance with the financial ratios and financial covenants contained in this Agreement.

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9.9. Severability of Provisions . Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10. Nonliability of Lenders . The relationship between the Borrowers on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrowers. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ business or operations. The Borrowers agree that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and the Borrowers hereby waive, release and agree not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

9.11. Confidentiality . The Administrative Agent and each Lender agrees to hold any confidential information which it may receive from the Borrowers in connection with this Agreement in confidence, except for disclosure to (i) its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates (it being understood that such Persons to whom disclosure is made will be informed of the confidential nature of such information and will be instructed to keep such information confidential), (ii) legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender provided any such parties agree to be bound by this Section 9.11 or comparable confidentiality provisions (iii) the extent requested by any regulatory authority purporting to have jurisdiction over it, (iv) the extent the Administrative Agent or the Lender in good faith believes that such disclosure is required to effect compliance with any applicable law, rule, regulation or order or in response to any subpoena or other legal process, (v) any Person in connection with any legal proceeding to which it is a party, (vi) its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, provided such parties agree to be bound by this Section 9.11 or comparable confidentiality provisions, (vii) as permitted by Section 12.4, (viii) to rating agencies if required by such agencies in connection with a rating relating to the Advances hereunder, (ix) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, and (x) to the extent such information (1) becomes publicly available other than as a result of a breach of this Section 9.11 or (2) becomes available to the Administrative Agent, the LC Issuer, the Swing Line Lender or any other Lender on a non-confidential basis from a source other than the Borrowers not known by the recipient after due inquiry to be bound by a duty or other obligation of confidentiality to a Borrower. Without limiting Section 9.4, the Borrowers agree that the terms of this Section 9.11 shall set forth the entire agreement between the Borrowers and the Administrative Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent or such Lender in connection with this Agreement, and this Section 9.11 shall supersede any and all prior confidentiality agreements entered into by the Borrowers and the Administrative Agent or any Lender with respect to such confidential information.

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9.12. Nonreliance . Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) for the repayment of the Credit Extensions provided for herein.

9.13. Disclosure . The Borrowers and each Lender hereby acknowledge and agree that U.S. Bank and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.

9.14. USA PATRIOT ACT NOTIFICATION . The following notification is provided to the Borrowers pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

Each Lender that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”) hereby notifies each Loan Party that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

9.15. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i)

a reduction in full or in part or cancellation of any such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)

the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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ARTICLE X
THE ADMINISTRATIVE AGENT

10.1. Appointment; Nature of Relationship . U.S. Bank National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “ Administrative Agent ”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the Minnesota Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

10.2. Powers . The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

10.3. General Immunity . Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrowers or any Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

10.4. No Responsibility for Loans, Recitals, etc . Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Default or Event of Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Company or any of its Subsidiaries.

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10.5. Action on Instructions of Lenders . The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. The Administrative Agent may, at any time, request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or any of the Loan Documents, the Administrative Agent is permitted to take or to grant without consent or approval from the Required Lenders, and if such instructions are promptly requested, the Administrative Agent will be absolutely entitled to refrain from taking any action or to withhold any approval under any of the Loan Documents and will not have any liability for refraining from taking any action or withholding any approval under any of the Loan Documents until it has received such instructions from the Required Lenders.

10.6. Employment of Administrative Agents and Counsel . The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.

10.7. Reliance on Documents; Counsel . The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent. For purposes of determining compliance with the conditions specified in Sections 4.1 and 4.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the applicable date specifying its objection thereto.

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10.8. Administrative Agent’s Reimbursement and Indemnification . The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents; provided , that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

10.9. Notice of Event of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrowers referring to this Agreement describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders; provided that, except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.

10.10. Rights as a Lender . In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Company or any of its Subsidiaries in which the Company or such Subsidiary is not restricted hereby from engaging with any other Person.

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10.11. Lender Credit Decision, Legal Representation .

(a) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except for any notice, report, document or other information expressly required to be furnished to the Lenders by the Administrative Agent or Arranger hereunder, neither the Administrative Agent nor the Arranger shall have any duty or responsibility (either initially or on a continuing basis) to provide any Lender with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of any Borrower or any of its Affiliates that may come into the possession of the Administrative Agent or Arranger (whether or not in their respective capacity as Administrative Agent or Arranger) or any of their Affiliates.

(b) Each Lender further acknowledges that it has had the opportunity to be represented by legal counsel in connection with its execution of this Agreement and the other Loan Documents, that it has made its own evaluation of all applicable laws and regulations relating to the transactions contemplated hereby, and that the counsel to the Administrative Agent represents only the Administrative Agent and not the Lenders in connection with this Agreement and the transactions contemplated hereby.

10.12. Successor Administrative Agent .

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five (45) days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time that it constitutes a Defaulting Lender by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrowers or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

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10.13. Administrative Agent and Arranger Fees . The Borrowers agree to pay to the Administrative Agent and the Arranger, for their respective accounts, the fees agreed to by the Company, the Administrative Agent and the Arranger pursuant to that certain letter agreement dated July 2, 2018, or as otherwise agreed from time to time.

10.14. Delegation to Affiliates . The Borrowers and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles IX and X.

10.15. Collateral Releases . The Lenders hereby empower and authorize the Administrative Agent to execute and deliver to the Borrowers on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.3, all of the Lenders) in writing.

10.16. Co-Agents, Documentation Agent, Syndication Agent, etc . Neither any of the Lenders identified in this Agreement as a “co- agent” nor the Documentation Agent or the Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent in Section 10.11.

10.17. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Company and its Affiliates, on the one hand, and the Lenders, on the other hand, (B) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Company or any of its Affiliates, or any other Person and (B) no Lender has any obligation to the Company or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its Affiliates, and no Lender has any obligation to disclose any of such interests to the Company or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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10.18. Certain ERISA Matters .

10.18.1 Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code) which is subject to Section 4975 of the Code in connection with the Loans, the Letters of Credit or the Commitments, (ii) the transaction exemption set forth in one or more prohibited transaction exemptions issued by the Department of Labor (each, a “ PTE ”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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10.18.2 In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: (i) none of the Administrative Agent or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Facility LCs, the Commitments and this Agreement is independent (within the meaning of 29 C.F.R. § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 C.F.R. § 2510.3-21(c)(1)(i)(A)-(E),(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Facility LCs, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Facility LCs, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Facility LCs, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent or the Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Facility LCs, the Commitments or this Agreement.

10.18.3 The Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Facility LCs, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Facility LCs or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Facility LCs or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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ARTICLE XI
SETOFF; RATABLE PAYMENTS

11.1. Setoff . Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “ Deposits ”). In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Event of Default occurs, such Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders; provided , that in the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. With respect to the Foreign Borrowers such right of setoff is limited to its Foreign Borrower Obligations.

11.2. Ratable Payments . If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1. Successors and Assigns . The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers and the Lenders and their respective successors and assigns permitted hereby, except that (i) the Borrowers shall not have the right to assign their rights or obligations under the Loan Documents without the prior written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii) any transfer by Participation must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a Participation in accordance with the terms of this Agreement. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however , that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however , that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

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Any reference in this Agreement or any Loan Document to “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with the Cross-Border Mergers Directive (2005/56/EC) (as codified) as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in this Agreement or any Loan Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.

12.2. Participations .

12.2.1. Permitted Participants; Effect . Any Lender may at any time sell to one or more banks or other entities (“ Participants ”) participating interests in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. So long as no Event of Default has occurred and is continuing, the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required for any transfer by Participation unless (i) the relationship between the Lender and the Participant is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender), (ii) the Participant will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement, and (iii) the Participant will under no circumstances (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement and (z) have otherwise any contractual relationship with, or rights against, any Borrower under or in relation to this Agreement; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Any purported participation made without complying with the terms of this Section 12.2.1 shall be of no effect under this Agreement and such purported participant shall not have any of the rights of a Participant hereunder and shall be deemed to be only a creditor to the Lender effecting such purported participation.

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12.2.2. Voting Rights . Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents provided that each such Lender may agree in its participation agreement with its Participant that such Lender will not vote to approve any amendment, modification or waiver with respect to any Outstanding Credit Exposure or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.3 or of any other Loan Document.

12.2.3. Benefit of Certain Provisions . The Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrowers further agree that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrowers, and (ii) a Participant shall not be entitled to receive any greater payment under Section 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account (A) except to the extent such entitlement to receive a greater payment results from a change in treaty, law or regulation (or any change in the interpretation or administration thereof by any Governmental Authority) that occurs after the Participant acquired the applicable participation and (B), in the case of any Participant that would be a Non-U.S. Lender if it were a Lender, such Participant agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender (it being understood that the documentation required under Section 3.5(f) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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12.3. Assignments .

12.3.1. Permitted Assignments . Any Lender may at any time assign to one or more Eligible Assignees (“ Purchasers ”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form reasonably acceptable to the Administrative Agent as may be agreed to by the parties thereto. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Outstanding Credit Exposure of the assigning Lender or (unless each of the Company and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment.

12.3.2. Consents . The consent of the Company shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender or an Approved Fund and such Purchaser is a Qualifying Bank; provided, that the consent of the Company shall not be required if an Event of Default has occurred and is continuing; provided further that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. In such consent request, the assigning Lender shall indicate whether or not the Purchaser is a Qualifying Bank, and if no respective indications are made, the Purchaser shall be treated as a Non‑Bank Lender. The Company shall have the right to request from the Lender a tax ruling issued by the Swiss Federal Tax Administration if it has reasonable doubt to believe that the designated Purchaser is not a Qualifying Bank or, as the case may be, may count as more than one Non-Bank Lenders. The consent of the Administrative Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund. The consent of the LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this Section 12.3.2 shall not be unreasonably withheld or delayed, whereas consent shall not be deemed to have been unreasonably withheld if such transfer would result in a violation of the 10 Non-Bank Rule.

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12.3.3. Effect; Effective Date . Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be null and void, ab initio and the Administrative Agent shall have the right to cause the unwinding of any such purported assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Administrative Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment, and upon return and cancellation of any existing Notes, as applicable.

12.3.4. Register . The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices in the United States of America, a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender, and participations of each Lender in Facility LCs, pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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12.4. Dissemination of Information . The Borrowers authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “ Transferee ”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Company and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5. Tax Treatment . If any interest in any Loan Document is transferred to any Transferee which is not incorporated under the laws of the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(f).

ARTICLE XIII
NOTICES

13.1. Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)

if to any Borrower, to it at 2100 Highway 55, Medina, MN 55340- 9770, Attention: Mike Vanyo, Corporate Controller and Treasurer, E‑mail: mike.vanyo@polaris.com with a copy to the same street address, Attention: Michael Speetzen, Executive Vice President-Finance and Chief Financial Officer, E-mail: mike.speetzen@polaris.com;

(ii)

if to the Administrative Agent, to it at 800 Nicollet Mall, Minneapolis, MN 55402, Attention: Andrew Beckman, Facsimile: 612-303-2265, E‑mail: Andrew.beckman@usbank.com;

(iii)

if to U.S. Bank, as an LC Issuer, to it at 800 Nicollet Mall, Minneapolis, MN 55402, Attention: Julie M. Seaton, Facsimile: 612.303-5226, E‑mail: julie.seaton@usbank.com;

(iv)

if to BofA, as an LC Issuer, to it at 2001 Clayton Rd., Bldg. B, Concord, CA 94520, Attention: Saquib Equbal, Facsimile: 312.453.3609, E- mail: tradeclientserviceteamus@baml.com ;

(v)

if to a Lender, to it at its address (or facsimile number) set forth under its signature to this Agreement.

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Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications . Notices and other communications to the Lenders and the LC Issuer hereunder may be delivered or furnished by electronic communication (including e‑mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in their respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines, provided that such determination or approval may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e‑mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e‑mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e‑mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc . Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto given in the manner set forth in this Section 13.1.

ARTICLE XIV
COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION; ELECTRONIC RECORDS

14.1. Counterparts; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent, and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or pdf shall be effective as delivery of a manually executed counterpart of this Agreement.

117

14.2. Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any assignment and assumption agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other state laws based on the Uniform Electronic Transactions Act.

14.3. Electronic Records . Each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect, validity and enforceability as the paper originals. The Administrative Agent and each Lender are authorized, when appropriate, to convert any note into a “transferable record” under the Uniform Electronic Transactions Act.

ARTICLE XV
EFFECT OF AMENDMENT

15.1. Effect of Amendment and Restatement . This Agreement, including the Schedules and Exhibits hereto, shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement, including the Schedules and Exhibits thereto, from and after the Effective Date with respect to the Advances and Facility LCs outstanding under the Existing Credit Agreement as of the Effective Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations (under and as defined in the Existing Credit Agreement) and the other Loan Documents as in effect prior to the Effective Date and (b) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents. The parties hereto further acknowledge and agree that (i) the guaranties in favor of the Administrative Agent and the Lenders securing payment of the Obligations (under and as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.

118

ARTICLE XVI
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

16.1. CHOICE OF LAW . THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF MINNESOTA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

16.2. CONSENT TO JURISDICTION . EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN MINNEAPOLIS, MINNESOTA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWERS AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN MINNEAPOLIS, MINNESOTA.

16.3. WAIVER OF JURY TRIAL . THE BORROWERS, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

[ Signature Pages Follow ]

119

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

	POLARIS INDUSTRIES INC., as Company


	By:	/s/ Michael T. Speetzen
	Name:	Michael T. Speetzen
	Title:	Executive Vice President-Finance and Chief Financial Officer

	(address)
	2100 Highway 55
	Medina, MN 55340-9770

	Attention:	Michael T. Speetzen
	Telephone:	(763) 542-0500
	E-Mail:	mike.speetzen@polarisind.com



	POLARIS SALES INC., as a Domestic Borrower


	By:	/s/ Michael T. Speetzen
	Name:	Michael T. Speetzen
	Title:	Vice President-Finance, Chief Financial Officer and Treasurer

	(address)
	2100 Highway 55
	Medina, MN 55340-9770

	Attention:	Michael T. Speetzen
	Telephone:	(763) 542-0500
	E-Mail:	mike.speetzen@polarisind.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	POLARIS SALES EUROPE S. À R.L., as a Foreign Borrower


	By:	/s/ Laurent Kuhlmann
	Name:	Laurent Kuhlmann
	Title:	Director

	And By:	/s/ Aliki Spanomanoli
	Name:	Aliki Spanomanoli
	Title:	Authorized Signatory

	Address:
	Polaris Sales Europe Sari Route
	de l’ EtrazBusiness Center AS
	1180 Rolle Switzerland

	With a copy to:
	Attention:	Laurent Kuhlmann
	E-Mail:	Laurent.Kuhlmann@polaris.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	U.S. BANK NATIONAL ASSOCIATION, as a Lender,
	as an LC Issuer, a Swing Line Lender and as Administrative Agent


	By:	/s/ Andrew Beckman
	Name:	Andrew Beckman
	Title:	Senior Vice President

	Corporate Banking, BC-MN-H03N
	800 Nicollet Mall
	Minneapolis, MN 55402

	Attention:	Andrew Beckman
	Telephone:	612-303-3779
	Facsimile:	612-303-2265
	E-Mail:	andrew.beckman@usbank.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	BANK OF AMERICA, N.A.,
	as Lender


	By:	/s/ Jason Yakabu
	Name:	Jason Yakabu
	Title:	Associate

	540 W. Madison St. IL4-540-22-23
	Chicago, IL 60661

	Attention:	Jason Yakabu
	Telephone:	312-828-5252
	Facsimile:	415-503-5152
	E-Mail:	jason.yakabu@baml.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Lender


	By:	/s/ Emma Clifford
	Name:	Emma Clifford
	Title:	Director & Portfolio Manager

	90 South 7th Street
	Minneapolis, MN 55402

	Attention:	Emma Clifford
	Telephone:	612.316.0904
	Facsimile:	612.667.2276
	E-Mail:	emma.clifford@wellsfargo.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	MUFG BANK, LTD.,
	as Lender


	By:	/s/ Eric Hill
	Name:	Eric Hill
	Title:	Authorized Signatory

	1251 Avenue of the Americas
	New York, New York 10020-1104

	Attention:	US Wholesale Banking
		Scott Ackerman
	Telephone:	952-473-7897
	Facsimile:	212-782-6440
	E-Mail:	sackerman@us.mufg.jp

[Signature Page to Fourth Amended and Restated Credit Agreement]

	BANK OF THE WEST,
	as Lender


	By:	/s/ Ole Koppang
	Name:	Ole Koppang
	Title:	Director

	250 Marquette Avenue, Suite 575
	Minneapolis, MN 55401

	Attention:	Ole Koppang
	Telephone:	612-359-3600
	Facsimile:	612-339-6362
	E-Mail:	ole.koppang@bankofthewest.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	BMO HARRIS BANK N.A.,
	as Lender


	By:	/s/ Sean T. Ball
	Name:	Sean T. Ball
	Title:	Director

	50 South Sixth St, Suite 1000
	Minneapolis, MN 55402

	Attention:	Sean Ball
	Telephone:	(612) 904-8164
	Facsimile:	(612) 904-8801
	E-Mail:	sean.ball@bmo.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	FIFTH THIRD BANK,
	as Lender


	By:	/s/ Kurt Marsan
	Name:	Kurt Marsan
	Title:	Vice President

	(address)
	222 South Riverside Plaza
	Chicago, IL 60606

	Attention:	Kurt Marsan
	Telephone:	312-704-6925
	E-Mail:	Kurt.Marsan@53.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	JPMORGAN CHASE BANK, N.A.,
	as Lender


	By:	/s/ Richard Barritt
	Name:	Richard Barritt
	Title:	Executive Director

	10 S. Dearborn St.
	Chicago, IL 60603

	Attention:	Richard Barritt
	Telephone:	(312) 325-3218
	Facsimile:	(312) 386-7633
	E-Mail:	Richard.d.barritt@jpmorgan.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	PNC BANK, NATIONAL ASSOCIATION,
	as Lender


	By:	/s/ Shweta Parthasarathy
	Name:	Shweta Parthasarathy
	Title:	Senior Vice President

	One North Franklin Street, Suite 2800
	Chicago, IL 60606

	Attention:	Debbie Hoffenkamp
	Telephone:	312-338-2218
	Facsimile:	312-338-8129
	E-Mail:	debra.hoffenkamp@pnc.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

	BRANCH BANKING & TRUST COMPANY,
	as Lender


	By:	/s/ Kurt W. Anstaett
	Name:	Kurt W. Anstaett
	Title:	Senior Vice President

	227 West Monroe Street, Suite 2830
	Chicago, IL 60606

	Attention:	Kurt W. Anstaett
	Telephone:	312-322-1213
	Facsimile:	N/A
	E-Mail:	kanstaett@bbandt.com

[Signature Page to Fourth Amended and Restated Credit Agreement]

PRICING SCHEDULE

TERM LOAN ADVANCES

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

REVOLVING ADVANCES

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

FACILITY FEE

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

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“ Financials ” means the annual or quarterly financial statements of the Company delivered pursuant to Section 6.1(i) or (ii).

“ Status ” means either Tier I Status, Tier II Status, Tier III Status, Tier IV Status or Tier V Status.

“ Tier I Status ” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, the Borrowers have not qualified for Tier II Status, Tier III Status, Tier IV Status or Tier V Status.

“ Tier II Status ” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Borrowers have not qualified for Tier III Status, Tier IV Status or Tier V Status and (ii) the Leverage Ratio is less than 3.25 to 1.00.

“ Tier III Status ” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Borrowers have not qualified for Tier IV Status or Tier V Status and (ii) the Leverage Ratio is less than 2.50 to 1.00.

“ Tier IV Status ” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Borrowers have not qualified for Tier V and (ii) the Leverage Ratio is less than 1.75 to 1.00.

“ Tier V Status ” exists at any date if as of the last day of the fiscal quarter of the Company referred to in the most recent Financials the Leverage Ratio is less than 1.00 to 1.00.

The Applicable Margin and Applicable Facility Fee Rate shall be determined in accordance with the foregoing table based on the Borrowers’ Status as reflected in the then most recent Financials, provided that, the Applicable Margin and Applicable Facility Fee Rate will be at Tier II Status until Administrative Agent receives the Compliance Certificate and financial statements delivered for the fiscal quarter ending September 30, 2018. Adjustments, if any, to the Applicable Margin or Applicable Facility Fee Rate shall be effective from and after the first day of the first fiscal month immediately following the date on which the delivery of such Financials is required until the first day of the first fiscal month immediately following the next such date on which delivery of such Financials of the Company and its Subsidiaries is so required. If the Company fails to deliver the Financials to the Administrative Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Facility Fee Rate shall be the highest Applicable Margin and Applicable Facility Fee Rate set forth in the foregoing table until five (5) days after such Financials are so delivered.

SCHEDULE 1.1 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

COMMITMENTS

LENDER	REVOLVING LOAN COMMITMENT		FACILITY LC SUBLIMIT		TERM LOAN COMMITMENT
U.S. Bank National Association	$	111,702,127.66	$	8,000,000.00	$	188,297,872.34
Bank of America, N.A.	$	102,393,617.02	$	7,300,000.00	$	172,606,382.98
Wells Fargo Bank, National Association	$	80,984,042.56	$	5,800,000.00	$	136,515,957.44
MUFG Bank, Ltd.	$	80,984,042.56	$	5,800,000.00	$	136,515,957.44
Bank of the West	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
BMO Harris Bank N.A.	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
Fifth Third Bank	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
JPMorgan Chase Bank, N.A.	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
PNC Bank, National Association	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
Branch Banking & Trust Company	$	53,989,361.70	$	3,850,000.00	$	91,010,638.30
Total	$	700,000,000.00	$	50,000,000.00	$	1,180,000,000.00

Sch. 1.1

SCHEDULE 2.1.1 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

Existing Revolving Loans (USD)

	Existing Revolving Loans (USD)		Revolving Loans Outstanding on the Effective Date (USD)
U.S. Bank National Association	$	34,909,090.91	$	38,297,872.34
Bank of America, N.A.	$	29,454,545.46	$	35,106,382.98
Bank of the West	$	18,545,454.54	$	18,510,638.30
MUFG Bank, Ltd.	$	29,454,545.46	$	27,765,957.45
BMO Harris Bank N.A.	$	18,545,454.54	$	18,510,638.30
Branch Banking & Trust Company	$	13,090,909.09	$	18,510,638.30
Comerica Bank	$	10,909,090.91		---
Fifth Third Bank	$	18,545,454.54	$	18,510,638.30
JPMorgan Chase Bank, N.A.	$	18,545,454.54	$	18,510,638.30
Wells Fargo Bank, National Association	$	18,545,454.54	$	18,510,638.30
Total	$	240,000,000	$	240,000,000

Existing Letters of Credit (USD)

	Existing Letters of Credit (USD)		Letters of Credit Outstanding on the Effective Date (USD)
U.S. Bank National Association	$	54,050.97	$	59,297.96
Bank of America, N.A.	$	45,605.52	$	54,356.45
Bank of the West	$	28,714.59	$	28,660.67
MUFG Bank, Ltd.	$	45,605.50	$	42,991.01
BMO Harris Bank N.A.	$	28,714.57	$	28,660.67
Branch Banking & Trust Company	$	20,269.13	$	28,660.67
Comerica Bank	$	16,890.92		---
Fifth Third Bank	$	28,714.57	$	28,660.67
JPMorgan Chase Bank, N.A.	$	28,714.57	$	28,660.67
Wells Fargo Bank, National Association	$	28,714.57	$	28,660.67
Total	$	371,600.45	$	371,600.45

Sch. 2.1.1

SCHEDULE 5.14 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

PROPERTIES

None.

Sch. 5.14

SCHEDULE 6.16 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

INVESTMENTS

Polaris Acceptance , Inc., a Minnesota corporation and Wholly-Owned Subsidiary of the Company , maintains a 50% equity interest in Acceptance Partnership .

Polaris Industries Inc. a Delaware corporation and Wholly-Owned subsidiary of the Company , maintains a 50% equity interest in Eicher Polaris Private Ltd.

$76 investment by Polaris Industries Inc. a Delaware corporation in Polaris Sales Mexico , S.de R.L. de C.V.

$20,330 , 625 investment by Polaris Sales Inc. in Polaris Sales Australia Pty Ltd .

$219,942,242 investment by Polaris Sales Inc. in Polaris Industries Holdco LP.

$7,780,393 investment by Polaris Sales Europe Inc. in Swissauto Powerspo1ts LLC .

$140,040,000 investment by Polaris Industries Inc. a Delaware corporation in Polaris Luxembourg I Sarl.

$190,602 investment by Teton Outfitters, LLC in Klim Europe Aps.

$273,789 investment by TAP Worldwide, LLC, a Delaware limited liability company, in Transamerican (NINGBO) Automotive Technology Company Ltd.

As of March 31, 2018

SCHEDULE 6.17 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

EXISTING LIENS

	Debtor	Secured Party	Filing Office and Date	UCC File No.	Collateral Description
Polaris Industries Inc. [MN]
1.	Polaris Industries, Inc.	H.S. Die & Engineering Inc.	Minnesota Secretary of State on April 5, 2013 · Continuation filed 3-14-18	201331860499	Equipment
2.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 21, 2013	201332832086	Equipment
3.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on June 24, 2013	201332864862	Equipment
4.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 30, 2013	201332941719	Equipment
5.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on August 28, 2013	201333603933	Equipment
6.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on May 19, 2014	201436650453	Equipment
7.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 17, 2014	201437311713	Equipment
8.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368310	Equipment
9.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368334	Equipment
10.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Minnesota Secretary of State on August 28, 2014	201437742918	Equipment
11.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 16, 2014	201437927454	Equipment
12.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on September 22, 2014	201437989832	Equipment
13.	Polaris Industries Inc.	TCF Equipment Finance, a division of TCF National Bank	Minnesota Secretary of State on October 1, 2014	201438100771	Equipment
14.	Polaris Industries Inc.	First Western Bank & Trust dba All Lines Leasing	Minnesota Secretary of State on January 23, 2015	807479600036	Equipment
15.	Polaris Industries Inc.	Chemetall US Inc.	Minnesota Secretary of State on May 22, 2015	827653600030	Equipment
16.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 1, 2015	840336800025	Equipment
17.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on January 8, 2016	865584401269	Equipment
18.	Polaris Industries Inc.	GE Capital Information Technology Solutions, LLC	Minnesota Secretary of State on January 12, 2016	866457400398	Equipment
19.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on February 29, 2016	875769000027	Equipment

Sch. 6.17

20.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on June 7, 2016	891100700261	Equipment
21.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on January 19, 2017	929625900028	Equipment
22.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on May 30, 2017	952168500261	Equipment
23.	Polaris Industries Inc.	Die-Tech & Engineering, Inc.	Minnesota Secretary of State on October 11, 2017	973270900021	Equipment
24.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on February 14, 2018	1000690500026	Equipment
25.	Polaris Industries Inc.	J.R. Automation Technologies, LLC	Minnesota Secretary of State on February 21, 2018	1001880900026	Equipment
26.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on April 16, 2018	1012806900022	Equipment
27.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on April 18, 2018	1013170900582	Equipment
28.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on April 20, 2018	1013519200032	Equipment
29.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on May 2, 2018	1015099900456	Equipment
30.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Minnesota Secretary of State on June 7, 2018	1019890100228	Equipment
Polaris Industries Inc. [DE]
31.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Delaware Secretary of State on January 15, 2013 · Continuation filed 1-12-18	20130192220	Equipment
32.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on July 18, 2013	20132774850	Equipment
33.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 19, 2014	20140649186	Equipment
34.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 9, 2014	20141393776	Equipment
35.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 28, 2014	20141648559	Equipment
36.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on June 23, 2014	20142469807	Equipment
37.	Polaris Industries Inc.	Marco, Inc.	Delaware Secretary of State on August 1, 2014	20143176179	Equipment
38.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on September 23, 2014 · Amendment filed 3-7-18 re collateral	20143799822	Equipment
39.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042503	Equipment
40.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042552	Equipment
41.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042560	Equipment

Sch. 6.17

42.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 5, 2014	20144467700	Equipment
43.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 13, 2014	20144575312	Equipment
44.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on November 19, 2014	20144681359	Equipment
45.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 22, 2014	20145211198	Equipment
46.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 5, 2015	20150514850	Equipment
47.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 19, 2015	20151160190	Equipment
48.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 27, 2015	20151305803	Equipment
49.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 8, 2015	20151496107	Equipment
50.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 29, 2015	20151827087	Equipment
51.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on May 15, 2015	20152100971	Equipment
52.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on June 19, 2015	20152643020	Equipment
53.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on August 10, 2015	20153463535	Equipment
54.	Polaris Industries Inc.	Custom Tool and Die Co.	Delaware Secretary of State on October 22, 2015	20154859574	Equipment
55.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 26, 2015	20154929765	Equipment
56.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156127533	Equipment
57.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156128697	Equipment
58.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786424	Equipment
59.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786457	Equipment
60.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 4, 2016	20161329729	Equipment
61.	Polaris Industries Inc.	Marco	Delaware Secretary of State on April 6, 2016	20162046819	Equipment
62.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 11, 2016	20162132866	Equipment
63.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on May 23, 2016	20163078142	Equipment
64.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on August 31, 2016	20165328560	Equipment
65.	Polaris Industries Inc.	TCF Equipment Finance	Delaware Secretary of State on September 12, 2016 · Amendment filed 8-30-17 re collateral	20165553506	Equipment

Sch. 6.17

66.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 5, 2016 · Amendment filed 3-6-18 re collateral	20166108185	Equipment
67.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 7, 2016	20166161176	Equipment
68.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on October 13, 2016	20166299430	Equipment
69.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on December 5, 2016	20167536061	Equipment
70.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on January 4, 2017	20170073186	Equipment
71.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on January 4, 2017	20170073335	Equipment
72.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on January 25, 2017	20170552726	Equipment
73.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on March 2, 2017	20171394714	Equipment
74.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 6, 2017	20172241682	Equipment
75.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on April 6, 2017	20172241716	Equipment
76.	Polaris Industries Inc.	Wells Fargo Bank, N.A.	Delaware Secretary of State on January 31, 2018	20180720314	Equipment
77.	Polaris Industries Inc.	J.R. Automation Technologies, LLC	Delaware Secretary of State on February 21, 2018	20181212097	Equipment
78.	Polaris Industries Inc.	Marco	Delaware Secretary of State on April 13, 2018	20182533061	Equipment
Polaris Sales Inc.
79.	Polaris Sales Inc.	General Motors LLC	Minnesota Secretary of State on May 19, 2014	201436645622	Equipment
80.	Polaris Sales Inc.	Polaris Acceptance	Minnesota Secretary of State on June 20, 2014 · Amendment filed on August 19, 2014 to restate collateral · Amendment filed on August 19, 2014 to restate collateral · Amendment filed on September 17, 2014 to restate collateral · Amendment filed on October 3, 2014 to restate collateral · Amendment filed on November 6, 2014 to restate collateral · Amendment filed on December 9, 2014 to restate collateral	201437025839 · 20143766007 · 20143766008 · 20143794568 · 20143812900 · 20143849112 · 798422000116	All accounts

Sch 6.17

Teton Outfitters, LLC
81.	Teton Outfitters, LLC	U.S. Bank Equipment Finance	Idaho Secretary of State on August 19, 2013	B2013-1128106-3	Equipment
TAP Automotive Holdings, LLC
82.	TAP Automotive Holdings, LLC	Max-Trac Tire Co., Inc.	Delaware Secretary of State on April 13, 2006 · Amendment filed on 12-15-08 · Amendment filed on 12-16-08 · Continuation filed on 11-15-10 · Amendment filed on 3-5-14 changing Debtor to TAP Automotive Holdings, LLC · Amendment filed on 3-5-14 to add TAP Worldwide, LLC · Continuation filed on 12-8-15 · Amendment filed on 2-19-18 changing Secured Party	20061253509	Equipment
83.	TAP Automotive Holdings, LLC	Synchrony Bank	Delaware Secretary of State on April 14, 2010 · Continuation filed on 3-5-15 · Amendment filed on 3-5-15 changing Secured Party	20101288392	Accounts
84.	TAP Automotive Holdings, LLC	Continental Tire The Americas, LLC	Delaware Secretary of State on April 20, 2010 · Continuation filed on 11-13-14	20101358617	Inventory and Dealer Allowances
85.	TAP Automotive Holdings, LLC	Raymond Leasing Corporation	Delaware Secretary of State on August 2, 2012 · Amendment filed 6-30-17 re collateral · Continuation filed 7-27-17	20122991489	Equipment
86.	TAP Automotive Holdings, LLC	Max-Trac Tire Co., Inc. dba Mickey Thompson Tires	Delaware Secretary of State on March 5, 2014 · Amendment filed 2-19-18 re Secured Party name change	20140845578	Equipment
Boat Holdings, LLC
87.	Boat Holdings, LLC	Canon Financial Services, Inc.	Delaware Secretary of State on December 1, 2015	20155708366	Equipment
Highwater Marine LLC
88.	Highwater Marine LLC	Wells Fargo Commercial Distribution Finance, LLC	Delaware Secretary of State on October 21, 2015 · Amendment filed 5-27-16 changing Secured Party · 2 ^nd Amendment filed 5‑27‑16 re collateral · 3 ^rd Amendment filed 8‑10‑16 re collateral · 4 ^th Amendment filed 8-12-16 re collateral	20154834510	All inventory
89.	Highwater Marine LLC	Wells Fargo Bank, N.A.	Delaware Secretary of State on September 21, 2016	20165792500	Equipment
90.	Highwater Marine LLC	IBM Credit LLC	Delaware Secretary of State on June 5, 2017	20173670954	Equipment

Sch. 6.17

Pontoon Boat, LLC
91.	Pontoon Boat, LLC	Wells Fargo Commercial Distribution Finance, LLC	Delaware Secretary of State on January 22, 2010 · Continuation filed 9-15-14 · Amendment filed 11-6-15 re collateral · 2 ^nd Amendment filed 11-6-15 changing Secured Party · 3 ^rd Amendment filed 5-27-16 changing Secured Party · 4 ^th Amendment filed 5-27-16 re collateral · 5 ^th Amendment filed 8-10-16 re collateral · 6 ^th Amendment filed 8-12-16 re collateral	20100229181	All inventory
92.	Pontoon Boat, LLC	Toyota Motor Credit Corporation	Delaware Secretary of State on April 16, 2014	20141498070	Equipment
93.	Pontoon Boat, LLC	Toyota Motor Credit Corporation	Delaware Secretary of State on June 3, 2014	20142154995	Equipment
94.	Pontoon Boat, LLC	Toyota Industries Commercial Finance	Delaware Secretary of State on January 5, 2016	20160056521	Equipment
95.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on June 16, 2016	20163632054	Equipment
96.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on July 18, 2016	20164324818	Equipment
97.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on March 7, 2017	20171515094	Equipment
98.	Pontoon Boat, LLC	Toyota Industries Commercial Finance, Inc.	Delaware Secretary of State on April 19, 2017	20172557962	Equipment

NOTE : A lien search under the name Polaris Acceptance Inc. revealed a UCC financing statement filed with the Minnesota Secretary of State (942040300030, filed March 22, 2017), 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 41-1857252 with a residence address of Rte 3, Box 310, Fergus Falls, MN 56537-9468. The tax identification number for Polaris Sales Inc. is 41-1921490 and there is no affiliation with the other taxpayer. Polaris has notified the IRS of these filing errors.

Sch. 6.17

EXHIBIT A TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

July 2, 2018

The Administrative Agent, the Lenders and the LC

Issuers who are parties to the Credit Agreement

described below.

Ladies and Gentlemen:

We are special counsel to Polaris Industries Inc., a Minnesota corporation (the “Company”), and certain of its Subsidiaries, and have represented the Company and such Subsidiaries in connection with the execution and delivery of a Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 (the “Credit Agreement”) among the Company, Polaris Sales Inc. (“PSI”), any other Domestic Borrower (as defined in the Credit Agreement) that hereafter becomes a party to the Credit Agreement, Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined in the Credit Agreement) that hereafter becomes a party to the Credit Agreement, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and MUFG Bank, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank N.A., PNC Bank, National Association and BMO Harris Bank N/A., as Documentation Agents. All capitalized terms used in this opinion and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

In rendering this opinion, we have examined executed copies of the following documents:

(a)	the Credit Agreement, together with the schedules and exhibits thereto; and

(b)	the Amended and Restated Guaranty dated as of July 2, 2018 (the “Guaranty”) made by the Guarantors in favor of the Administrative Agent for the ratable benefit of the Lenders.

The documents referenced in (a) and (b) above may be referred to collectively herein as the “Loan Documents” and individually as a “Loan Document.”

In addition, we have examined such documents, reviewed such questions of law and received such information from officers and representatives of the Loan Parties as we have deemed necessary or appropriate for purposes of this opinion.

Exh. A-1

As to questions of fact material to our opinions, we have relied upon representations made in the Loan Documents and upon certificates of officers of the Loan Parties and of public officials (including, without limitation, those certificates delivered to others on the Effective Date). We have also assumed that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

In rendering the opinions expressed below, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Loan Parties, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In making the examinations described above, we have assumed the genuineness of all signatures (other than the signatures of the Loan Parties), the capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. We have also assumed the due authorization, execution and delivery of the Loan Documents by all parties thereto (other than the Loan Parties) and the binding effect of such documents on such parties.

Whenever our opinions expressed in this letter are based upon our knowledge of any particular information or about any information which has or has not come to our attention, such opinions are based entirely upon the knowledge at the time this letter is delivered on the part of James Melville and Vilena Nicolet, the attorneys in this firm who have represented the Loan Parties in connection with the Loan Documents. We have made no independent inquiry or investigation as to any facts or circumstances relevant to the opinions set forth herein. Furthermore, we hereby advise you that we have not regularly represented the Loan Parties with respect to litigation or regulatory matters and no inference as to our knowledge with respect to such matters should be drawn from the fact of our limited representation of the Company.

Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that:

l. The Company and each of its domestic Subsidiaries that is a Loan Party is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate or company authority to conduct its business in each jurisdiction in which its business is conducted.

2. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance by such Loan Party of its obligations thereunder have been duly authorized by proper corporate or company proceedings on the part of such Loan Party and will not:

Exh. A-2

(a) require any consent of such Loan Party’s shareholders or members (other than any such consent as has already been given and remains in full force and effect);

(b) (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or any of its Subsidiaries or (ii) violate, contravene or conflict with the Company’s or any of its Subsidiary’s articles or certificate of incorporation, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) violate, contravene or conflict with the contractual provisions of or cause an event of default under the provisions of any indenture, instrument or agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound; or

(c) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Company or any of its Subsidiaries pursuant to the terms of any indenture, instrument or agreement binding upon the Company or any of its Subsidiaries.

3. The Loan Documents to which the Company, PSI and Polaris Sales Europe Sárl are parties have been duly executed and delivered by the Company, PSI and Polaris Sales Europe Sárl and constitute legal, valid and binding obligations of the Company, PSI and Polaris Sales Europe Sárl enforceable against the Company, PSI and Polaris Sales Europe Sárl in accordance with their terms.

4. The Guaranty has been duly executed and delivered by the Guarantors party thereto as of the date hereof and constitutes the legal, valid and binding obligation of each such Guarantor enforceable against each such Guarantor in accordance with its terms.

5. To the best of our knowledge, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or threatened against the Company or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

6. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any of its Subsidiaries, is required to be obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under the Agreement, the payment and performance by the Company and its Subsidiaries of the Obligations, or the legality, validity, binding effect or enforceability of any of the Loan Documents.

The opinions expressed above are further subject to the following qualifications and limitations:

A. Our opinions set forth above, insofar as they relate to the enforceability of the Loan Documents, are subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws of general application relating to or affecting creditors’ rights (including, without limitation, preference and fraudulent conveyance or transfer laws).

Exh. A-3

B. The binding effect and enforceability of the Loan Documents and the availability of injunctive relief or other equitable remedies thereunder are subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing and similar doctrines affecting the enforceability of agreements generally (regardless of whether enforcement is considered in proceedings at law or in equity).

C. Minnesota Statutes §290.371, Subd. 4 provides that any corporation required to file a Notice of Business Activities Report does not have a cause of action upon which it may bring suit under Minnesota law unless the corporation has filed a Notice of Business Activities Report and provides that the use of the courts of the State of Minnesota for all contracts executed and all causes of action that arose before the end of any period for which a corporation failed to file a required report is precluded.

We are qualified to practice law only in the state of Minnesota and do not purport to be expert in the laws of any other state or any foreign country or political subdivision thereof. This opinion is limited to the laws of the state of Minnesota and to the Federal laws of the United States. With respect to the opinions in paragraphs 1, 2 and 3 (the “PSE Opinions”) as they relate to Polaris Sales Europe Sàrl and matters governed by the laws of Switzerland, we have relied exclusively upon the opinions of CMS von Erlach Poncet Ltd of Zurich, Switzerland (the “CMS Opinions”) and the PSE Opinions are subject to the same qualifications and limitations as are set forth in the CMS Opinions, it being understood that such qualifications or limitations do not affect our opinions with respect to any other Loan Party.

As to the enforcement of rights against any property or person, we express no opinion as to the enforceability of provisions of the Loan Documents to the extent they contain waivers by a party thereto of any right or remedies which may be constitutionally protected or protected at law or cumulative remedies to the extent such cumulative remedies purport to compensate or would have the effect of compensating the party entitled to the benefits thereof in an amount in excess of the benefit bargained for by such party. Further, our opinions in paragraphs 3 and 4 above do not mean that (i) any particular remedy is available upon a material default or (ii) every provision of each of the Loan Documents will be upheld or enforced in each or any circumstance by a court; it being understood that unenforceability of a particular provision and/or unavailability of a particular remedy should not materially interfere with the practical realization of the general substantive benefits intended to be afforded by the Loan Documents.

Our opinions are limited to the specific issues addressed and are limited in all respects to laws and facts existing on the date of this letter. We do not assume any obligation to provide you with any subsequent opinion by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time of any law, other governmental requirement or interpretation thereof covered by any of our opinions or advice or for any other reason.

Exh. A-4

This letter is furnished only to the Administrative Agent, the Lenders, and the LC Issuers and is solely for their benefit in connection with the transactions contemplated by the Loan Documents; provided, however, our opinion may be relied upon by any Person who becomes a Lender under the Agreement pursuant to the terms of Section 2.25 or Section 12.3 of the Agreement or becomes a successor Administrative Agent in accordance with the terms of the Agreement. This opinion is not to be used, circulated, quoted or otherwise relied upon by any other person or entity or, for any other purpose, without our prior written consent, except that you may furnish copies of this opinion letter: (i) to any governmental or regulatory authority with authority over you (including the National Association of Insurance Commissioners), (ii) to your legal counsel, and (iii) to any potential successors and permitted assigns as provided in the Credit Agreement, as applicable; provided that none of the foregoing are entitled to rely hereon.

	Very truly yours,

	KAPLAN, STRANGIS AND KAPLAN, P.A.


	By:
		James C. Melville

Exh. A-5

EXHIBIT B TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

COMPLIANCE CERTIFICATE

To:	The Lenders parties to the Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 (as amended, modified, renewed or extended from time to time, the “Agreement”) between POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), POLARIS SALES INC., a Minnesota corporation, POLARIS SALES EUROPE S. À R.L., as a Foreign Borrower, any other any Foreign Subsidiaries party to the Agreement from time to time as Foreign Borrowers (together with the Company, the “Borrowers”), the Lenders party thereto and U.S. Bank National Association, as Administrative Agent for the Lenders and as LC Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected [__________] of the Company;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. Schedule I attached hereto sets forth financial data and computations evidencing the Company’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

5. Schedule II hereto sets forth the Leverage Ratio and corresponding Tier Status for purposes of determining the interest rates to be paid for Advances, the LC Fee rates and the commitment fee rates commencing on the first day of the first fiscal month following the delivery hereof.

6. Schedule III attached hereto sets forth the various reports and deliveries which are required at this time under the Credit Agreement and the other Loan Documents and the status of compliance.

Exh. B-1

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of ______,____.

______________________________

Exh. B-2

SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance as of [ ], 20[ ] with
Provisions of 6.25.1 and 6.25.2 of
the Agreement

1.	Interest Coverage Ratio (Section 6.25.1): (i)/(ii) =

	(i)	Consolidated EBIT for the four (4) fiscal quarters ending as of such day (from Item 3):	$[ , , ]

	(ii)	Consolidated Interest Expense for the four (4) fiscal quarters ending as of such day:	$[ , , ]

		Actual: _. :1.00
		Required: ≥ 3.00:1.00

2.	Leverage Ratio (Section 6.25.2): (i)/(ii) =

	(i)	Consolidated Funded Indebtedness as of such day (from Item 4):	$[ , , ]

	(ii)	Consolidated EBITDA for the four (4) fiscal quarters ending as of such day) (from Item 5):	$[ , , ]

		Actual: _. :1.00
		Required: [≤ 3.50:1.00][≤4.00:1.00] ¹

3.	Consolidated EBIT for the four (4) fiscal quarters ending as of such day: ((i) - (ii)) + (iii) + (iv) =		$[ , , ]

	(i)	Consolidated Net Income:	$[ , , ]

	minus,

	(ii)	the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of Property), as listed below:	$[ , , ]

		(a) _______________________________________ $[ , , ]
		(b) _______________________________________ $[ , , ]
		(c) _______________________________________ $[ , , ]

¹ Higher leverage ratio solely permitted during an Adjusted Covenant Period.

SCH. I-1

	plus , to the extent deducted from revenues in determining Consolidated Net Income

(iii)	Consolidated Interest Expense 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) listed under Item 3(ii)):	$[ , , ]

(iv)	Total provision for Federal, state, foreign or other income taxes for such period for the Company and its Subsidiaries on a consolidated basis (excluding the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of Property) listed under Item 3(ii)):	$[ , , ]

4.	Consolidated Funded Indebtedness as of such day: (i) + (ii) + (iii) + (iv) =		$[ , , ]

	(i)	Principal amount of all obligations of the Company and its Subsidiaries for borrowed money:	$[ , , ]

	(ii)	All purchase money Indebtedness of the Company and its Subsidiaries:	$[ , , ]

	(iii)	The principal portion of all obligations of the Company and its Subsidiaries under Capital Leases:	$[ , , ]

	(iv)	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:	$[ , , ]

5.	Consolidated EDITDA for the four (4) fiscal quarters ending as of such day: (i) + (ii) + (iii) =		$[ , , ]

	(i)	Consolidated EBIT for such period (from Item 3):	$[ , , ]

		plus , to the extent deducted from revenues in determining Consolidated Net Income:

	(ii)	Depreciation for such period:	$[ , , ]

	(iii)	Amortization for such period:	$[ , , ]

SCH. I-1

SCHEDULE II TO COMPLIANCE CERTIFICATE

Applicable Margin Calculation

1. Leverage Ratio (from Schedule I, Item 2):_____to 1.00

2. Status: Tier ___

SCH. II-1

SCHEDULE III TO COMPLIANCE CERTIFICATE

Reports and Deliveries Currently Due

SCH. III-1

EXHIBIT C TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Fourth Amended and Restated Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. In the event of a conflict between the Terms and Conditions and the Credit Agreement, the terms of the Credit Agreement shall control.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guaranties and swing line loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:	______________________________

2.	Assignee:	______________________________[and is an Affiliate/ Approved Fund of [ identify Lender ] ²

3.	Borrower(s):	Polaris Industries Inc., Polaris Sales Inc., Polaris Sales Europe S. à r.l. and any Foreign Subsidiaries or Domestic Subsidiaries that become a party to the Credit Agreement as a Foreign Borrower or Domestic Borrower, as applicable.

4.	Administrative Agent:	U.S. Bank National Association, as the agent under the Credit Agreement.

5.	Credit Agreement:	The $1,880,000,000 Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 among the Borrowers, the Lenders party thereto and U.S. Bank National Association, as Administrative Agent.

6.	Assigned Interest:

² Select as applicable

EXH. C-1

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned *	Percentage Assigned of Commitment/Loans ¹
Revolving Loans	$[____________]	$	[________]%
Term Loans	$[____________]	$	[________]%
7. Trade Date	[______________________________________________________] ²

Effective Date: [____________________, 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE ADMINISTRATIVE AGENT.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]


	By:
	Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
	Title:

*Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.

EXH. C-2

[Consented to and] ³ Accepted:

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent

By:
Title:

[Consented to:] ⁴

POLARIS INDUSTRIES INC.

By:
Title:

POLARIS SALES INC.

By:
Title:

POLARIS SALES EUROPE S. À R.L.

By:
Title:

By:
Title:

³ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁴ To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

EXH. C-3

ANNEX 1
TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Company, any of its Subsidiaries or any other Person of any of their respective obligations under any Loan Documents, (v) inspecting any of the Property, books or records of the Company, any Guarantor, or any other Loan Party or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non- performance of the obligations assumed under this Assignment and Assumption, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vii) attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, Reimbursement Obligations, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy, PDF of electronic communication as contemplated by Section 13.1(b) of the Credit Agreement shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Minnesota.

EXHIBIT D TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

[FORM OF] BORROWING NOTICE

TO: U.S. Bank National Association, as administrative agent (the “ Administrative Agent ”) under that certain Fourth Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), dated as of July 2, 2018 among Polaris Industries Inc., a Minnesota corporation (the “Company”), Polaris Sales Inc., Polaris Sales Europe S. à r.l., as a Foreign Borrower, any other Foreign Subsidiaries that become party thereto as Foreign Borrowers (as each such term is defined in the Credit Agreement) (together with the Company, the “ Borrowers ”), the financial institutions party thereto, as lenders (the “ Lenders ”), and the Administrative Agent.

Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.

[ ], as Borrower, hereby gives to the Administrative Agent a Borrowing Request pursuant to [Section 2.4.2/Section 2.8] of the Credit Agreement, and such Borrower hereby requests to borrow on [ ], 20[____] (the “ Borrowing Date ”):

from the Lenders, on a pro rata basis, an aggregate principal [Dollar Amount] of $ [_______] in Revolving Loans as:

1. ☐ a Base Rate Advance (in Dollars)

2. ☐ a Eurocurrency Advance with the following characteristics:

Interest Period of [__________] [days/month(s)]

Agreed Currency: [__________]

from the Lenders, on a pro rata basis, an aggregate principal Dollar Amount of $[_________] in Term Loans as:

1. ☐ a Base Rate Advance (in Dollars)

2. ☐ a Eurocurrency Advance with the following characteristics:

Interest Period of [__________] [days/month(s)]

from the Swing Line Lender, a Swing Line Loan [(in Dollars)] of $[__________] bearing interest at:

1. ☐ Base Rate

2. ☐ Daily Eurocurrency Rate

EXH. D-1

The undersigned hereby certifies to the Administrative Agent and the Lenders that (i) all of the representations and warranties of the Borrowers set forth in the Credit Agreement (a) that contain a materiality qualifier are true and correct in all respects and (b) that do not contain a materiality qualifier are true and correct in all material respects, in each case, as of the Borrowing Date hereunder except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct as of such earlier date; (ii) at the time of and immediately after giving effect to such Advance, no Default or Event of Default shall have occurred and be continuing; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied.

******

EXH. D-2

IN WITNESS WHEREOF, the undersigned has caused this Borrowing Notice to be executed by its authorized officer as of the date set forth below.

Dated:___________________, 20___




	By:
	Name:
	Title:

EXH. D-3

EXHIBIT E-1 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

REVOLVING NOTE

[Date]

Polaris Industries Inc., a Minnesota corporation, and Polaris Sales Inc., a Minnesota corporation (collectively, the “Domestic Borrowers”), jointly and severally, promise to pay to the order of [___________________________] (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the applicable office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Domestic Borrowers shall pay the principal of and accrued and unpaid interest on the Revolving Loans in full on the Facility Termination Date or, if the Lender has agreed to an Extension, the Extended Termination Date applicable to such Extension, as the case may be.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), among the Borrowers, the lenders party thereto, including the Lender, the LC Issuer and U.S. Bank National Association, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Pledge Agreements and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor.

THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

EXH. E-1-1

	POLARIS INDUSTRIES INC.


	By:
	Print Name:
	Title:


	POLARIS SALES INC.


	By:
	Print Name:
	Title:

EXH. E-1-2

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF [________________],
DATED [_________], 20[ ]

Date

Principal

Amount of Loan

Maturity of

Interest Period

Principal

Amount Paid

Unpaid Balance

EXH. E-1-3

EXHIBIT E-2 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

REVOLVING NOTE

[Date]

[____________________], a [____________________] (the “Foreign Borrower”), promises to pay to the order of [_________________________] (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Foreign Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the applicable office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Foreign Borrower shall pay the principal of and accrued and unpaid interest on such Revolving Loans in full on the Facility Termination Date or, if the Lender has agreed to an Extension, the Extended Termination Date applicable to such Extension, as the case may be.

EXH. E-2-1




	By:
	Print Name:
	Title:

EXH. E-2-2

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF [________________],
DATED [_________], 20[ ]

Date

Principal

Amount of Loan

Maturity of

Interest Period

Principal

Amount Paid

Unpaid Balance

EXH. E-2-3

EXHIBIT E-3 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

TERM NOTE

[Date]

Polaris Industries Inc., a Minnesota corporation, and Polaris Sales Inc., a Minnesota corporation (collectively, the “Domestic Borrowers”), jointly and severally, promise to pay to the order of [_____________________________] (the “Lender”) the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrowers pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the applicable office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Domestic Borrowers shall pay the principal of and accrued and unpaid interest on the Term Loans in full on the Facility Termination Date.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Term Loan and the date and amount of each principal payment hereunder.

EXH. E-3-1

	POLARIS INDUSTRIES INC.


	By:
	Print Name:
	Title:


	POLARIS SALES INC.


	By:
	Print Name:
	Title:

EXH. E-3-2

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF [________________],
DATED [_________], 20[ ]

Date

Principal

Amount of Loan

Maturity of

Interest Period

Principal

Amount Paid

Unpaid Balance

EXH. E-3-3

EXHIBIT E-4 TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

TERM NOTE

[Date]

[____________________], [____________________] (the “Foreign Borrower”), promises to pay to the order of [_________________________] (the “Lender”) the aggregate unpaid principal amount of all Term Loans made by the Lender to the Foreign Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the applicable office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Foreign Borrower shall pay the principal of and accrued and unpaid interest on such Term Loans in full on the Facility Termination Date.

EXH. E-4-1

	By:
	Print Name:
	Title:

EXH. E-4-2

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF [________________],
DATED [_________], 20[ ]

Date

Principal

Amount of Loan

Maturity of

Interest Period

Principal

Amount Paid

Unpaid Balance

EXH. E-4-3

EXHIBIT F TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

FORM OF INCREASING LENDER SUPPLEMENT

This INCREASING LENDER SUPPLEMENT, dated [__________], 20[ ] (this “ Supplement ”), by and among each of the signatories hereto, is to the Fourth Amended and Restated Credit Agreement, dated as of July 2, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”), among Polaris Industries Inc., a Minnesota corporation (the “Company”), Polaris Sales Inc., Polaris Sales Europe S. à r.l., as a Foreign Borrower, any other Person that become party thereto as a Borrower (as each such term is defined in the Agreement) (the “ Borrowers ”), the Lenders party thereto and U.S. Bank National Association, as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, pursuant to Section 2.25 of the Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Commitment under the Agreement by requesting one or more Lenders to increase the amount of its Commitment;

WHEREAS, the Company has given notice to the Administrative Agent of its intention to increase the Aggregate Commitment pursuant to such Section 2.25 of the Agreement; and

WHEREAS, pursuant to Section 2.25 of the Agreement, the undersigned Increasing Lender now desires to increase the amount of its Commitment under the Agreement by executing and delivering to the Company and the Administrative Agent this Supplement;

NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the Agreement, that on the date of this Supplement it shall have its Commitment increased by $[______], thereby making the aggregate amount of its total Commitment equal to $[______].

2. The Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

3. Terms defined in the Agreement shall have their defined meanings when used herein.

4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Minnesota.

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

[remainder of this page intentionally left blank]

EXH. F-1

IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

	[INSERT NAME OF INCREASING LENDER]


	By:
	Name:
	Title:

Accepted and agreed to as of the date first written above:

POLARIS INDUSTRIES INC.


By:
Name:
Title:


POLARIS SALES INC.


By:
Name:
Title:


POLARIS SALES EUROPE S. À R.L.


By:
Name:
Title:


By:
Name:
Title:

EXH. F-2

Acknowledged as of the date first written above:

U.S. BANK NATIONAL ASSOCIATION
as Administrative Agent


By:
Name:
Title:

EXH. F-3

EXHIBIT G TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

FORM OF AUGMENTING LENDER SUPPLEMENT

This AUGMENTING LENDER SUPPLEMENT, dated [__________], 20[ ] (this “ Supplement ”), is to the Fourth Amended and Restated Credit Agreement, dated as of July 2, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”), among Polaris Industries Inc., a Minnesota corporation (the “Company”), Polaris Sales Inc., Polaris Sales Europe S. à r.l., as a Foreign Borrower, any other Person that becomes party thereto as a Borrower (as each such term is defined in the Agreement) (the “ Borrowers ”), the Lenders party thereto and U.S. Bank National Association, as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, the Agreement provides in Section 2.25 thereof that any bank, financial institution or other entity may [extend Commitments] [[and/or] enter into one or more tranches of Incremental Term Loans] under the Agreement subject to the approval of the Company and the Administrative Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned Augmenting Lender was not an original party to the Agreement but now desires to become a party thereto;

NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Agreement to the same extent as if originally a party thereto, with a Commitment with respect to [Revolving Loans][Incremental Term Loans] of $[____________].

2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement or any other instrument or document furnished pursuant hereto or thereto; appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Agreement and will perform in accordance with its terms all the obligations which by the terms of the Agreement are required to be performed by it as a Lender.

EXH. G-1

3. The undersigned’s address for notices for the purposes of the Agreement is as follows:

[________]

4. The Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

5. Terms defined in the Agreement shall have their defined meanings when used herein.

6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Minnesota.

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

[remainder of this page intentionally left blank]

EXH. G-2

IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

	[INSERT NAME OF AUGMENTING LENDER]


	By:
	Name:
	Title:

Accepted and agreed to as of the date first written above:

POLARIS INDUSTRIES INC.


By:
Name:
Title:


POLARIS SALES INC.


By:
Name:
Title:


POLARIS SALES EUROPE S. À R.L.


By:
Name:
Title:


By:
Name:
Title:

Acknowledged as of the date first written above:

U.S. BANK NATIONAL ASSOCIATION
as Administrative Agent


By:
Name:
Title:

EXH. G-3

EXHIBIT H TO

FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT

FORM OF ASSUMPTION LETTER

[Date]

To the Administrative Agent and the Lenders
party to the Credit Agreement
referred to below
Ladies and Gentlemen:

Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of July 2, 2018 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Polaris Industries Inc., a Minnesota corporation (the “ Company ”), the undersigned (upon the effectiveness of this Assumption Letter and the satisfaction of certain other conditions), Polaris Sales Inc., Polaris Sales Europe S. à r.l., as a Foreign Borrower, any other Borrowers from time to time parties thereto, the Lenders from time to time parties thereto and U.S. Bank National Association, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

[The undersigned, [__________], a[n] [________corporation/limited liability company/partnership] organized under the laws of [__________] (the “ New Foreign Borrower ”), wishes to become a Foreign Borrower, authorized to borrow Loans denominated in [SPECIFY RELEVANT AGREED CURRENCIES], and accordingly hereby agrees that, subject to the satisfaction of the conditions set forth in Sections 2.26 and 4.3 of the Credit Agreement, from the date hereof it shall become a Foreign Borrower under the Credit Agreement, and until the payment in full of the principal of and interest on all Loans made to it and performance of all of its other Foreign Borrower Obligations thereunder, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a Foreign Borrower. Without limiting the generality of the foregoing, the New Foreign Borrower hereby represents and warrants that: (i) the representations and warranties relating to such New Foreign Borrower and, to the extent applicable, its Subsidiaries, set forth in Article V (including, without limitation, those set forth in Sections 5.21. 5.22 and 5.23 of the Credit Agreement) are true and correct on and as of the date hereof, and (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any amendments or modifications thereof or supplements or waivers thereto) as in effect on the date hereof. In addition, the New Foreign Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II or otherwise in the Credit Agreement.]

[The undersigned, [__________], a[n] [________corporation/limited liability company/partnership] organized under the laws of [__________] (the “ New Domestic Borrower ”), wishes to become a Domestic Borrower, and accordingly hereby agrees that, subject to the satisfaction of the conditions set forth in Section 4.3 of the Credit Agreement, from the date hereof it shall become a Domestic Borrower under the Credit Agreement, and until the payment in full of the principal of and interest on all Loans made to the Borrowers and performance of all other Obligations thereunder, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a Domestic Borrower. Without limiting the generality of the foregoing, the New Domestic Borrower hereby represents and warrants that: (i) the representations and warranties relating to such New Domestic Borrower and, to the extent applicable, its Subsidiaries, set forth in Article V (including, without limitation, those set forth in Sections 5.21, 5.22 and 5.23 of the Credit Agreement) are true and correct on and as of the date hereof, and (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any amendments or modifications thereof or supplements or waivers thereto) as in effect on the date hereof. In addition, the New Domestic Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II or otherwise in the Credit Agreement.]

EXH. I-1

CHOICE OF LAW . THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF MINNESOTA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

This Assumption Letter may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement.

[Remainder of page intentionally left blank]

EXH. I-2

IN WITNESS WHEREOF, the New Foreign Borrower has duly executed and delivered this Assumption Letter as of the date and year first above written.

	[NAME OF NEW BORROWER], as the New
	[Foreign][Domestic] Borrower


	By:
	Name:
	Title:


	Address for Notices under the Credit Agreement:

	[____________]

Acknowledged by and consented to:

POLARIS INDUSTRIES INC.


By:
Name:
Title:


POLARIS SALES INC.


By:
Name:
Title:


POLARIS SALES EUROPE S. À R.L.


By:
Name:
Title:

EXH. I-3

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and as Lender


By:
Name:
Title:


[_________________________________________________________________________________________________],
as Lender


By:
Name:
Title:


[_________________________________________________________________________________________________],
as Lender


By:
Name:
Title

EXH. I-4

Exhibit 99.1

Polaris Industries Inc. Completes Acquisition of Boat Holdings, LLC

MINNEAPOLIS--(BUSINESS WIRE)--July 2, 2018--Polaris Industries Inc. (NYSE: PII) today announced that it has completed the previously announced acquisition of Boat Holdings, LLC (“Boat Holdings”), a privately held boat manufacturer, in an all-cash transaction valued at a net present value (“NPV”) of approximately $805 million. Boat Holdings offers a full lineup of pontoon, deck and cruiser boats through its recognized brands of Bennington, Godfrey, Hurricane and Rinker.

As previously announced, Boat Holdings will operate as a distinct business unit led by current Boat Holdings’ Chief Executive Officer Jake Vogel and will report to Bob Mack, president of Global Adjacent Markets and senior vice president of Corporate Development and Strategy at Polaris.

Advisors

Goldman Sachs & Co. LLC acted as financial advisor to Polaris; and Simpson, Thacher & Bartlett LLP acted as Polaris’ legal advisor. Stephens Inc. acted as Boat Holdings’ financial advisor and Jones Day acted as legal advisor to Boat Holdings.

About Polaris

Polaris Industries Inc. (NYSE: PII) is a global powersports leader that has been fueling the passion of riders, workers and outdoor enthusiasts for more than 60 years. With annual 2017 sales of $5.4 billion, Polaris’ innovative, high-quality product line-up includes the RANGER ^® , RZR ^® and Polaris GENERAL™ side-by-side off-road vehicles; the Sportsman ^® and Polaris ACE ^® all-terrain off-road vehicles; Indian Motorcycle ^® midsize and heavyweight motorcycles; Slingshot ^® moto-roadsters; snowmobiles; and pontoon, deck and cruiser boats. Polaris enhances the riding experience with parts, garments and accessories, along with a growing aftermarket portfolio, including Transamerican Auto Parts. Polaris’ presence in adjacent markets globally include military and commercial off-road vehicles, quadricycles, and electric vehicles. Proudly headquartered in Minnesota, Polaris serves more than 100 countries across the globe. Visit www.polaris.com for more information.

Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding the future performance of Boat Holdings and the combined companies and the accounting effects of the acquisition are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include factors such as costs relating to the transaction may be greater than expected; anticipated tax benefits may not be achieved by Polaris; problems may arise in integrating the businesses of the two companies and the integration may not be successful; the combined companies may be unable to achieve any anticipated synergies or any benefits of the transaction may take longer to realize than expected; increased competition and its effect on pricing; the combined companies may not perform as expected following the closing; and other risks beyond the control of either party. Investors are also directed to consider other risks and uncertainties discussed in documents filed by Polaris with the Securities and Exchange Commission. Polaris does not undertake any duty to any person to provide updates to its forward-looking statements.

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CONTACT:
Polaris Industries Inc.
Media Contact:
Jess Rogers, 763-513-3445
jessica.rogers@polaris.com
or
Investor Contact:
Richard Edwards, 763-513-3477
richard.edwards@polaris.com