JOINDER, CONSENT, WAIVER, AND SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.37 3 d140301dex1037.htm EX-10.37 EX-10.37

Exhibit 10.37

JOINDER, CONSENT, WAIVER, AND SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This JOINDER, CONSENT, WAIVER, AND SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 12, 2015, and is entered into by and among ARCTIC CAT INC., a Minnesota corporation (“Arctic Cat”), and the Subsidiaries of Arctic Cat identified on the signature pages hereto, as borrowers (collectively, the “Original Borrowers”), MOTORFIST, LLC, a Minnesota limited liability company (“MotorFist” and, together with the Original Borrowers, the “Borrowers” and each a “Borrower”), the financial institutions party to this Amendment from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

WHEREAS, the Original Borrowers, the Agent, and the Lenders have entered into that certain Amended and Restated Loan and Security Agreement dated as of November 8, 2013 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”), and certain of the Original Borrowers and the Agent have entered into that certain Pledge Agreement dated as of November 10, 2009 (as amended, restated, or otherwise modified from time to time, the “Pledge Agreement”);

WHEREAS, on February 18, 2015, MotorFist, LLC, a Minnesota limited liability company (“MotorFist”), was formed as a wholly-owned Subsidiary of Arctic Cat Sales Inc., a Minnesota corporation;

WHEREAS, the Borrowers have requested that the Agent and the Lenders agree (a) to consent to (i) the formation of MotorFist and (ii) the purchase of certain of the assets of MotorFist, LLC, an Idaho limited liability company (“Seller”), pursuant to that certain Asset Purchase Agreement dated as of February 25, 2015 (the “MotorFist Asset Purchase Agreement”) by and among the Seller, MotorFist, Brad A. Ball, and Arctic Cat Sales Inc., a Minnesota corporation (that transaction, the “MotorFist Acquisition”), (b) to waive the Existing Defaults, as defined below, and (c) to make certain amendments to the Loan Agreement in connection with the MotorFist Acquisition; and

WHEREAS, MotorFist is willing to join the Loan Agreement as a Borrower pursuant to Section 10.1.9 of the Loan Agreement and has requested and the Agent has agreed to join MotorFist as a Borrower to the Loan Agreement;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Initially capitalized terms used but not otherwise defined in this Amendment have the respective meanings set forth in the Loan Agreement, as amended hereby.

 

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ARTICLE II

CONSENT, WAIVER, AND AMENDMENTS TO LOAN AGREEMENT

2.01 Limited Consent.

(a) The Borrowers have advised Agent and Lenders that MotorFist was formed as a wholly-owned Subsidiary of Arctic Cat Sales Inc., a Minnesota corporation, and the Borrowers have consummated the MotorFist Acquisition pursuant to the terms and conditions of the MotorFist Asset Purchase Agreement. The Borrowers hereby acknowledge that, absent the consent set forth in this Section 2.01, an Event of Default would occur under Section 11.1(c) of the Loan Agreement as a result of the MotorFist Acquisition, because (i) the MotorFist Acquisition is not permitted pursuant to Section 10.2.4 of the Loan Agreement, as the Borrowers’ Fixed Charge Coverage Ratio (calculated on a trailing twelve-month basis) was not at least 1.10:1.00 prior to and immediately after giving effect to the MotorFist Acquisition (the “FCCR Requirement”), and (ii) as a result of the failure to comply with the FCCR Requirement, the formation of MotorFist is not permitted pursuant to Section 10.2.9 of the Loan Agreement. The Borrowers hereby request that Agent and the Lenders consent to the formation of MotorFist and the MotorFist Acquisition.

(b) Subject to the terms, conditions, and other restrictions set forth in this Amendment, each of the Agent and the Lenders hereby consents to the formation of MotorFist and the MotorFist Acquisition in accordance with the MotorFist Asset Purchase Agreement, so long as the MotorFist Acquisition would have been, if the FCCR Requirement were met, permitted pursuant to the Loan Agreement.

(c) The consent set forth in this Section 2.01 does not affect the continued legality, validity, and binding effect of the Loan Agreement or the other Loan Documents. The Loan Agreement and the other Loan Documents continue to be fully enforceable in each case, except as expressly provided in this Amendment. The consents set forth in this Section 2.01 are specifically limited in time and scope to the formation of MotorFist and the MotorFist Acquisition as described in this Amendment and do not extend or apply to any other event, occurrence or circumstances in existence as of the date of this Amendment or arising after the date of this Amendment. In addition, the consent set forth in this Section 2.01 does not constitute or establish (and is not to be deemed to constitute or establish) a custom or a practice on the part of Agent or any Lender and does not prejudice any right of Agent or any Lender in respect of any other proposed Subsidiary formation or Restricted Investment.

2.02 Limited Waiver.

(a) The Borrowers have advised Agent and Lenders that Arctic Cat (i) has abandoned the Patent Collateral (as defined in that certain Patent Security Agreement dated as of November 10, 2009, by and between Arctic Cat and Agent, as amended, restated, supplemented or otherwise modified, the “Patent Agreement”) described in Section 2(c)(ii) of that certain Fourth Amendment to Patent Security Agreement dated as of even date herewith, by and among Arctic Cat, Agent, and Required Lenders (the “Patent Amendment”), without obtaining the prior written consent of the Agent; (ii) has obtained rights to the Patent Collateral described in Section 2(c)(i) of the Patent Amendment without giving Agent prompt written notice thereof; and (iii) has abandoned its Tigershark trademarks having the registration numbers of 1742252 and 1851415 without obtaining the prior written consent of the Agent (collectively, the “Noncompliance”). Borrowers acknowledge that, as a result of the above-mentioned actions and failures to act, Events of Default exist under Section 11.1(c) of the Loan Agreement (collectively, the “Existing Defaults”).

 

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(b) The Agent and the Lenders hereby waive the Noncompliance and the Existing Defaults (such waivers, collectively, the “Waiver”). Such Waiver is conditioned upon the terms and conditions set forth herein, shall be limited precisely as described herein and shall relate solely to the Noncompliance and the Existing Defaults described herein. Nothing in this Amendment shall be construed to (i) constitute a waiver of compliance or default by the Borrowers with respect to the Loan Documents in any other instance or any other instrument or agreement referred to in the Loan Documents; or (ii) prejudice any right or remedy that the Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any other instrument or agreement referred to therein.

2.03 Amendment to Loan Agreement. The definition of “Eligible Account” set forth in Section 1.1 of the Loan Agreement is hereby amended by inserting the following sentence immediately after the last sentence thereof:

“Without limiting the generality of the foregoing, no Accounts owing to MotorFist, LLC, a Minnesota limited liability company, are Eligible Accounts.”

2.04 Amendment to Loan Agreement Schedules. Schedules 1.1(A), 2.3, 8.5, 8.6.1, 9.1.4, 9.1.10, 9.1.11, 9.1.14, 9.1.15, 9.1.16(a), 9.1.16(b), 9.1.18, 9.1.20, 10.2.1, 10.2.2 and 10.2.16 to the Loan Agreement are hereby amended and restated in their entirety to read as set forth on Exhibit A attached hereto.

ARTICLE III

JOINDER AGREEMENT

3.01 Loan and Security Agreement. MotorFist agrees to, and does hereby, become a “Borrower” under the Loan Agreement and is bound by the Loan Agreement and each of the other Loan Documents with the same force and effect as if it were an original party thereto. Each party hereto hereby acknowledges and agrees that each reference in the Loan Agreement and each other Loan Document to a “Borrower” shall also mean and be a reference to MotorFist.

3.02 Guaranty. Without limiting the generality of the foregoing, subject to and in accordance with the terms and conditions of Section 5.10 of the Loan Agreement, MotorFist hereby agrees that it is jointly and severally liable and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents.

3.03 Security Interests. Without limiting the generality of the foregoing, MotorFist hereby grants to the Agent, for the benefit of the Secured Parties, a continuing security interest in, lien on, assignment of and right of setoff against, all Collateral of MotorFist, whether now owned or hereafter acquired or arising, regardless of where located to secure the Obligations (as defined in the Loan Agreement).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each Obligor hereby represents and warrants to each Lender and the Agent, as of the Second Amendment Effective Date (as such term is defined in Section 5.01 below), as follows:

 

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4.01 Representations and Warranties. After giving effect to this Amendment, the representations and warranties set forth in Section 9 of the Loan Agreement and in each other Loan Document are true and correct in all material respects on and as of the date hereof and on and as of the Second Amendment Effective Date with the same effect as if made on and as of the date hereof or the Second Amendment Effective Date, as the case may be, except to the extent such representations and warranties expressly relate solely to an earlier date.

4.02 No Defaults. Each of the Obligors is in compliance with all terms and conditions of the Loan Agreement and the other Loan Documents on its part to be observed and performed and no Default or Event of Default has occurred and is continuing.

4.03 Authority and Pending Actions. The execution, delivery, and performance by each Obligor of this Amendment has been duly authorized by each such Obligor (as applicable) and there is no action pending or any judgment, order, or decree in effect which is likely to restrain, prevent, or impose materially adverse conditions upon the performance by any Obligor of its obligations under the Loan Agreement or the other Loan Documents.

4.04 Enforceability. This Amendment constitutes the legal, valid, and binding obligation of each Obligor, enforceable against each such Obligor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles.

4.05 Breach; Conflicts. The execution, delivery, and performance by each Obligor of this Amendment do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Obligor, by reason of the terms of (i) any contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor is a party or which is binding upon it, (ii) any Applicable Law with respect to such Obligor, or (iii) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Obligor.

ARTICLE V

CONDITIONS PRECEDENT AND FURTHER ACTIONS

5.01 Conditions Precedent. The amendments contained in Article II and the joinder contained in Article III shall not be effective or binding upon the Agent or the Lenders until each of the following conditions precedent has been satisfied in form and substance satisfactory to the Agent (the first date upon which each such condition has been satisfied being herein called the “Second Amendment Effective Date”):

(a) The representations and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on such date, except for such representations and warranties limited by their terms to a specific date;

(b) Agent shall have received duly executed counterparts of (i) this Amendment, which, when taken together, bear the authorized signatures of the Borrowers, the Agent, and the Lenders, (ii) an amended and restated revolver note payable to order of JPMorgan Chase Bank, N.A., which, when taken together, bear the authorized signatures of the Borrowers, (iii) a third amended and restated revolver note payable to the order of Bank of America, N.A., which, when taken together, bear the authorized signatures of the Borrowers, (iv) an amendment to the Pledge Agreement, which, when taken together, bear the authorized signatures of Arctic Cat, Arctic Cat Sales Inc., and the Agent, (v) the Patent

 

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Amendment, which, when taken together, bear the authorized signatures of Arctic Cat, Agent, and the Required Lenders, and (vi) a Trademark Security Agreement, which, when taken together, bear the authorized signatures of Motorfist and Agent;

(c) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral of MotorFist, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral of MotorFist, except Permitted Liens;

(d) Agent shall have received a certificate of a duly authorized officer of MotorFist certifying, after giving effect to this Amendment, (i) that attached copies of MotorFist’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of this Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by MotorFist in writing;

(e) Agent shall have received the certificates, if any, representing Equity Interests of MotorFist, and an undated stock power (or appropriate transfer document) for each such certificate executed in blank by a duly authorized officer of Arctic Cat;

(f) Agent shall have received copies of the charter documents of MotorFist, certified by the Secretary of State or other appropriate official of MotorFist’s jurisdiction of organization. Agent shall have received good standing certificates for MotorFist, issued by the Secretary of State or other appropriate official of MotorFist’s jurisdiction of organization and each jurisdiction where MotorFist’s conduct of business or ownership of Property necessitates qualification;

(g) The Obligors shall have paid to the Agent all fees, costs, and expenses owed to and/or incurred by the Agent and the Lenders in connection with this Amendment;

(h) Agent shall have received such other documents, legal opinions, instruments, and certificates relating to this Amendment as it shall reasonably request and such other documents, legal opinions, instruments, and certificates that shall be satisfactory in form and substance to the Agent and the Lenders. All corporate proceedings taken or to be taken in connection with this Amendment and documents incidental thereto whether or not referred to herein shall be reasonably satisfactory in form and substance to the Agent and the Lenders; and

(i) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion.

5.02 Further Actions. Each of the parties to this Amendment agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Amendment.

 

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ARTICLE VI

COSTS AND EXPENSES

Without limiting the terms and conditions of the Loan Documents, the Obligors jointly and severally agree to pay on demand: (i) all reasonable costs and expenses incurred by the Agent in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant to this Amendment and any and all subsequent amendments, modifications, and supplements to this Amendment, including without limitation, the reasonable costs and fees of the Agent’s legal counsel; and (ii) all reasonable costs and expenses reasonably incurred by the Agent in connection with the enforcement or preservation of any rights under the Loan Agreement, this Amendment, and/or the other Loan Documents, including without limitation, the reasonable costs and fees of the Agent’s legal counsel.

ARTICLE VII

MISCELLANEOUS

7.01 Cross-References. References in this Amendment to any Section are, unless otherwise specified, to such Section of this Amendment.

7.02 Instrument Pursuant to Loan Agreement. This Amendment is a Loan Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered, and applied in accordance with the terms and provisions of the Loan Agreement.

7.03 Acknowledgment of the Obligors. Each Obligor hereby represents and warrants that the execution and delivery of this Amendment and compliance by such Obligor with all of the provisions of this Amendment: (i) are within the powers and purposes of such Obligor; (ii) have been duly authorized or approved by the board of directors (or other appropriate governing body) of such Obligor; and (iii) when executed and delivered by or on behalf of such Obligor will constitute valid and binding obligations of such Obligor, enforceable in accordance with its terms. Each Obligor reaffirms its obligations to perform and pay all amounts due to the Agent or the Lenders under the Loan Documents (including, without limitation, its obligations under any promissory note evidencing any of the Loans) in accordance with the terms thereof, as amended and modified hereby.

7.04 Loan Documents Unmodified. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the Loan Document specifically referred to by such amendments. Except as otherwise specifically modified by this Amendment, all terms and provisions of the Loan Agreement and all other Loan Documents, as modified hereby, shall remain in full force and effect and are hereby ratified and confirmed in all respects. Nothing contained in this Amendment shall in any way impair the validity or enforceability of the Loan Documents, as modified hereby, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein, except as otherwise specifically provided in this Amendment. Subject to the terms of this Amendment, any lien and/or security interest granted to the Agent, for the benefit of the Lenders, in the Collateral set forth in the Loan Documents shall remain unchanged and in full force and effect and the Loan Agreement and the other Loan Documents shall continue to secure the payment and performance of all of the Obligations.

7.05 Parties, Successors and Assigns. This Amendment represents the agreement of the Borrowers, the Agent and each of the Lenders signatory hereto with respect to the subject matter hereof, and there are no promises, undertakings, representations, or warranties relative to the subject matter

 

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hereof not expressly set forth or referred to herein or in the other Loan Documents. This Amendment shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, and their respective successors and assigns, except that (i) no Borrower shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (ii) any assignment by a Lender must be made in compliance with Section 13.3 of the Loan Agreement.

7.06 Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when all conditions precedent have been met and when the Agent has executed it and received counterparts bearing the signatures of all other parties hereto. Delivery of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of such agreement. This Amendment may be executed and delivered by facsimile or electronic mail, and will have the same force and effect as manually signed originals. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

7.07 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only, are not a part of this Amendment, and shall not affect the interpretation hereof.

7.08 Waivers. To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to trial by jury (which the Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents (including this Amendment), Obligations, or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper, and guaranties at any time held by the Agent on which a Borrower may in any way be liable, and hereby ratifies anything the Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing the Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against the Agent, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary, or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to the Agent, Issuing Bank and Lenders entering into this Amendment and that the Agent, Issuing Bank and Lenders are relying upon the foregoing in their dealings with the Borrowers. Each Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Amendment may be filed as a written consent to a trial by the court.

7.09 Choice of Law; Jury Trial Waiver; Submission to Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER THE STATE OF ILLINOIS, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR

 

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OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1 OF THE LOAN AGREEMENT. A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by Applicable Law. Nothing herein shall limit the right of the Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Amendment shall be deemed to preclude enforcement by the Agent of any judgment or order obtained in any forum or jurisdiction.

7.10 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

7.11 Total Agreement. This Amendment, the Loan Agreement, and all other Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements among the parties relating to the subject matter hereof.

7.12 Release. IN CONSIDERATION OF THIS AMENDMENT, EACH OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO KNOWN CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND HEREBY WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND RELEASES AND DISCHARGES AGENT, EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH SUCH OBLIGOR HAS OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first written above.

 

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EXHIBIT A

SCHEDULE 1.1(A), 2.3, 8.5, 8.6.1, 9.1.4, 9.1.10, 9.1.11, 9.1.14,

9.1.15, 9.1.16(a), 9.1.16(b), 9.1.18, 9.1.20, 10.2.1, 10.2.2 and 10.2.16

to

Loan

Agreement

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EXHIBIT A

Amended and Restated Schedules to the

Amended and Restated Loan and Security Agreement

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SCHEDULE 1.1(A)

Foreign Account Debtors

AUSTRALIA

        PS Importers PTY Ltd.

        20 Stubbs St.

        Kensington, Australia

AUSTRIA

        HOLLEIS HANDELS GmbH

        Saalfeldnerstrasse 41

        A – 5751 Maishofen, AUSTRIA

FINLAND

        SUMEKO

        The SGN Group

        Juurakkokuja 4

        FI-01510, Vantaa, FINLAND

        STREET ADDRESS

        The SGN Group

        Juurakkokuja 4

        FI-01510, Vantaa, FINLAND

MEXICO

        MOOV MEXICO S.A. de C.V.

        Compressor No. 2237 Col. Alamo Industrial

        Tlaquepaqua, Mexico

NORWAY

        ERLING SANDE A.S.

        Ovre Eiker vei 77

        3048 Drammen, NORWAY

        Invoice Address

        Erling Sande A/S

        PO Box 4114, Gulskogen

        3005 Drammen, NORWAY

RUSSIA

        SUMEKO RUSSIA

        PO Box 15

        FIN-02631, Espoo, FINLAND

        STREET ADDRESS

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        Nihtisillankuja 6

        FIN-02630, Espoo, FINLAND

SWEDEN

        KGK SUZUKI A.B

        Sales and Administration

        Hammarbacken 8

        S-191 81 Sollentuna, SWEDEN

        KGK SUZUKI A.B

        Service and Warranty

        Brosslarvagen 19b

        831 72 Ostersund SWEDEN

SWITZERLAND

        SNOPE X S.A.

        Via Molta 3

        Belerna,

        SWITZERLAND

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SCHEDULE 2.3

EXISTING LETTERS OF CREDIT

 

Letter of Credit #		Beneficiary		Amount
64604494		Asahi Denso Co. Ltd.		$	476,567.21
64604496		Suzuki Motor Corporation		$	617,537.97
64739741		Chao Yang Electronic Components		$	41,928.93
68047654		State of Minnesota		$	2,767,833.00

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SCHEDULE 8.5

DEPOSIT ACCOUNTS

ARCTIC CAT INC.

 

Depository Bank		Type of Account		Account Numbers
Wells Fargo		Arctic Cat Inc. Operating		#####
Wells Fargo		Workers Comp.		#####
Bank of America		Blocked Account		#####
Bank of America		Blocked Account		#####
Bank of America		Controlled Disbursement Account		#####
Bank of America		Controlled Disbursement Account		#####
Bank of America		N/A – Not Used		#####
Bank of America		Self-Insured Workers Comp.		#####
Bank of America		AC Shared Services LLC/ Payroll/ Payroll Taxes		#####
Bank of America		AC Production Support LLC/ Payroll/Payroll Taxes		#####
Bank of America		AC Production LLC/ Payroll / Payroll Taxes		#####
Wells Fargo		Accounts Payable		#####

ARCTIC CAT SALES INC.

 

Depository Bank		Type of Account		Account Numbers
Wells Fargo		General		#####
Wells Fargo		Collateral Account Lockbox		#####
Bank of America		Operating Account – Canada		#####
Bank of America		Blocked Account		#####

MOTORFIST, LLC

 

Depository Bank		Type of Account		Account Numbers
Wells Fargo		General (for Corp. Credit Cards)		#####
Bank of America		Operating (CAD)		#####
Bank of America		Operating (CAD)		#####

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SCHEDULE 8.6.1

BUSINESS LOCATIONS

 

1.	Borrowers currently have the following business locations:

 

Chief Executive Office:		505 Waterford Park, Suite 1000
		Plymouth, MN 55441
Other Locations:		601 Brooks Avenue South
		Thief River Falls, Minnesota 56701
		817 Lowell Drive
		Thief River Falls, Minnesota 56701
		17440 U.S. Highway 59
		Thief River Falls, Minnesota 56701
		6801 Glen Carlson Drive
		St. Cloud, Minnesota 56301
		4567 North Highway 20
		Island Park, Idaho 83429
		215 Crossroads Boulevard
		Bucyrus, Ohio 44820
		57/59 Murray Park Rd.
		Winnipeg, Manitoba, Canada
		586 First Street
		Idaho Falls, Idaho 83401
		4116 N. 4800 E.
		Rigby, Idaho 83401
		Arctic Cat GmbH
		Industriestraße 43
		5600 St. Johann
		Pongau, Austria

 

2.	In the five years preceding the date hereof, Borrowers have had no office or place of business located in any county other than as set forth above, except: NONE

 

3.	Each Obligor that is a Subsidiary currently has the following business locations, and no others:

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Chief Executive Office: Same location as Arctic Cat Inc.

Other Locations: All Obligors that are Subsidiaries are located at one of the business locations set forth above.

 

4.	In the five years preceding the date hereof, no Obligor that is a Subsidiary has had an office or place of business located in any county other than as set forth above, except: NONE

 

5.	The following bailees, warehouseman, similar parties and consignees hold inventory of a Borrower:

 

Name and Address of Party		Nature of Relationship		Owner of Inventory
Big Freight Systems, Inc. 360 Highway 12 North Steinbach, Manitoba R5G 1A6 Canada		Warehouseman		Arctic Cat Sales Inc.
De Lue Haulers 6377 Knickerbocker Road Ontario, New York 14159		Warehouseman		Arctic Cat Sales Inc.
Ruan Transport Corporation 7101 Winnetka Avenue Brooklyn Park, Minnesota 55428		Warehouseman		Arctic Cat Sales Inc.
Superior Third Party Logistics, Inc. 1700 Wynne Avenue St. Paul, Minnesota 55108		Warehouseman		Arctic Cat Sales Inc.
Porter Warehousing & Distribution, Inc. 15703-114th Ave Edmonton, Alberta T5M 2Z3 Canada		Warehouseman		MotorFist, LLC

---

SCHEDULE 9.1.4

NAMES AND CAPITAL STRUCTURE

 

1.	The corporate names, jurisdictions of incorporation, and authorized and issued Equity Interests of each Borrower and Subsidiary are as follows:

 

Name		Jurisdiction		Number and Class of Authorized Shares/ Membership Units		Number and Class of Issued Shares/ Membership Units
Arctic Cat Inc.		Minnesota		45,000,000 shares of Common Stock; 2,200,000 shares of undesignated Preferred Stock; 300,000 shares of Series B Junior Participating Preferred Stock		13,446,302 shares of Common Stock; 0 shares of undesignated Preferred Stock; 0 shares of Series B Preferred Stock
Arctic Cat Sales Inc.		Minnesota		50,000		1,000
Arctic Cat Production LLC		Minnesota		1,000		1,000
Arctic Cat Production Support LLC		Minnesota		1,000		1,000
Arctic Cat Shared Services LLC		Minnesota		1,000		1,000
Arctic Cat ACE Holding GmbH		Austria		Registered Capital of EUR 35,000		N/A
Arctic Cat GmbH		Austria		Registered Capital of EUR 1,313,700		N/A
ARCTIC CAT France SARL		France		N/A		N/A
ARCTIC CAT Deutschland GmbH		Germany		N/A		N/A
ARCTIC CAT Italia S.R.L.		Italy		N/A		N/A
ARCTIC CAT España S.L.		Spain		N/A		N/A
MotorFist, LLC		Minnesota		100		100

 

2.	The record holders of Equity Interests of each Borrower and Subsidiary are as follows:

 

Name		Class of Stock		Number of Shares/ Membership Units		Record Owner
Arctic Cat Inc.		Common Stock		13,446,302		Publicly traded company

---

Name		Class of Stock		Number of Shares/ Membership Units		Record Owner
		Preferred Stock		0		None.
Arctic Cat Sales Inc.		Common stock		1,000		Arctic Cat Inc.
Arctic Cat Production LLC		Membership interest		1,000		Arctic Cat Inc.
Arctic Cat Production Support LLC		Membership interest		1,000		Arctic Cat Inc.
Arctic Cat Shared Services LLC		Membership interest		1,000		Arctic Cat Inc.
Arctic Cat ACE Holding GmbH		Capital Stock		N/A		Arctic Cat Sales Inc.
Arctic Cat GmbH		Capital Stock		N/A		Arctic Cat ACE Holding GmbH
ARCTIC CAT France SARL				N/A		Arctic Cat GmbH
ARCTIC CAT Deutschland GmbH				N/A		Arctic Cat GmbH
ARCTIC CAT Italia S.R.L.				N/A		Arctic Cat GmbH
ARCTIC CAT España S.L.				N/A		Arctic Cat GmbH
MotorFist, LLC		Membership Interest		100		Arctic Cat Sales Inc.

 

3.	All agreements binding on holders of Equity Interests of Borrowers and Subsidiaries with respect to such interests are as follows:

Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan

Form of Incentive Stock Option Agreement for 2007 Stock Plan

Form of Non-Qualified Stock Option Agreement for 2007 Stock Plan

Form of Director Non-Qualified Stock Option Agreement for 2007 Stock Plan

First Amendment to Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan (August 7, 2009) Arctic Cat Inc. 2002 Omnibus Stock and Incentive Plan

Form of Incentive Stock Option Agreement for 2002 Stock Plan

---

Form of Non-Qualified Stock Option Agreement for 2002 Stock Plan

Form of Director Non-Qualified Stock Option Agreement for 2002 Stock Plan

Form of Arctic Cat Inc. Stock-Settled Appreciation Rights Agreement

Form of Arctic Cat Inc. Restricted Stock Agreement

Member Control Agreement of MotorFist, LLC, dated February 18, 2015, by and between MotorFist, LLC and Arctic Cat Sales Inc.

Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan

Form of Incentive Stock Option Agreement for 2013 Stock Plan

Form of Non-Qualified Stock Option Agreement for 2013 Stock Plan

Form of Director Non-Qualified Stock Option Agreement for 2013 Stock Plan

Form of Arctic Cat Inc. Restricted Stock Unit Agreement (separate for officers and non-employee directors) for 2013 Stock Plan

 

4.	In the five years preceding the date hereof, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination except:

MotorFist, LLC, a Minnesota limited liability company (“Buyer”) and wholly owned subsidiary of Arctic Cat Sales Inc., a Minnesota corporation (“Parent”), purchased substantially all the assets of MotorFist, LLC, an Idaho limited liability company (“Seller), pursuant to that certain Asset Purchase Agreement, dated as of February 25, 2015, by and among Buyer, Seller, with respect to certain specified provisions, Brad A. Ball, as Member, and solely with respect to Section 6.13 of the Asset Purchase Agreement, Parent.

---

SCHEDULE 9.1.10

BROKERS

NONE.

---

SCHEDULE 9.1.11

PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, AND DOMAIN NAMES

 

1.	As of 15 April 2015, Borrowers’ patents:

 

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Adjustable Headlight

U.S.

10/262,756

Filed: 10/1/2002; Issue Date: 11/29/2005

6,969,184

Expires 10/01/2022. 11.5 Maintenance Fee Due 05/29/2017.

Arctic Cat Inc.

Adjustable Riser Assembly

U.S.

11/680,454

Filed: 2/28/2007; Issue Date: 3/26/2013

8,402,861

Expires 04/8/2030. 3.5 Year Maintenance Fee Due 09/26/2016; 7.5 Year Maintenance Fee Due 09/26/2020; 11.5 Year Maintenance Fee Due 09/26/2024.

Arctic Cat Inc.

Adjustable Seat Assembly

U.S.

11/680,481

Filed: 2/28/2007 Issue Date: 05/31/2011

7,950,736

Expires 04/15/2027. 3.5 Year Maintenance Fee Due 5/31/2015; 7.5 Year Maintenance Fee Due 11/30/2018; 11.5 Year Maintenance Fee Due 11/30/2022.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Adjustable Steering Assembly

U.S.

11/740,228

Filed: 4/25/2007; Issue Date 07/10/2012

8,215,201

Expires 02/05/2030. 3.5 Year Maintenance Fee Due 01/10/2016; 7.5 Year Maintenance Fee Due 01/10/2020; 11.5 Year Maintenance Fee Due 01/10/2024.

Arctic Cat Inc.

Adjustable Steering Assembly

U.S.

13/495,886

Filed: 6/13/2012; Issue Date 02/26/2013

8,381,611

Expires 04/25/2027. 3.5 Year Maintenance Fee Due 08/26/2016; 7.5 Year Maintenance Fee Due 08/26/2020; 11.5 Year Maintenance Fee Due 08/26/2024.

Arctic Cat Inc.

Air Intake System for a Vehicle

U.S.

10/007,222

Filed: 11/2/2001 Issue Date: 11/29/2005

6,968,916

Expires 11/20/2021. 11.5 Maintenance Fee Due 5/29/2017.

Arctic Cat Inc.

Clutch Shield

U.S.

10/269,703

Filed: 10/10/2002 Issue Date: 3/8/2005

6,863,145

Expires 11/23/2022. 11.5 Maintenance Fee Due 09/08/2016.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Drive Clutch Fan for CVT Transmission

U.S.

13/408,781

Filed: 02/29/2012 Issue Date: 07/15/2014

8,776,930

Expires: 3/16/2032; 3.5 Year Maintenance Fee Due 1/15/2018; 7.5 Year Maintenance Fee Due 1/15/2022; 11.5 Year Maintenance Fee Due 1/15/2026.

Arctic Cat Inc.

Redacted

Canada

Pending

Filed: 02/25/2012

Pending

Redacted

Arctic Cat Inc.

Dual Cam Surface Clutch

U.S.

10/947,733

Filed: 9/23/2004 Issue Date: 5/2/2006

7,037,226

Expires 10/01/2022. 11.5 Maintenance Fee Due 11/02/2017.

Arctic Cat Inc.

Redacted – “Exhaust Outlet” technology

US

pending

pending

pending

In draft form but not yet filed

Arctic Cat Inc.

Foam Padded Seat with Storage Space

U.S.

10/283,383

Filed: 10/29/2002 Issue Date: 9/5/2006

7,100,979

Expires 10/29/2022. 11.5 Maintenance Fee Due 03/05/2018.

Arctic Cat Inc.

Fuel Tank for a Straddle-Mounted Vehicle

U.S.

10/134,719

Filed: 4/29/2002 Issue Date: 7/6/2004

6,758,497

Expires 06/20/2022. 11.5 Maintenance Fee Due 06/06/2016.

Arctic Cat Inc.

Grooved Oil Pan for Use with a Snowmobile

U.S.

10/122,430

Filed: 4/11/2002 Issue Date: 8/2/2005

6,923,283

Expires 05/19/2023. 11.5 Maintenance Fee Due 02/02/2017.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Layered Snowmobile Tunnel

US

13/028,993

Filed: 2/16/2011 Issue Date: 09/10/2013

8,528,683

Expires: 08/15/2031 3.5 Maintenance Fee Due 03/10/2017; 7.5 Maintenance Fee due 03/10/2021; 11.5 Maintenance Fee Due 03/10/2025

Arctic Cat Inc.

Ignition Timing Control System

U.S.

10/454,861

Filed: 6/5/2003 Issue Date: 10/4/2005

6,951,203

Expires 06/05/2023. 11.5 Maintenance Fee Due 04/04/2017.

Arctic Cat Inc.

Idler Wheel Assembly for Snowmobile

U.S.

13/307,758

Filed: 11/30/2011 Issue Date: 05/27/2014

8,733,490

Expires: 11/30/2031; 3.5 Year Maintenance Fee Due 11/27/2017; 7.5 Year Maintenance Fee Due 11/27/2021; 11.5 Year Maintenance Fee Due 11/27/2025.

Arctic Cat Inc.

Idler Wheel Assembly for Snowmobile

Canada

Pending

Filed: 10/25/2011

Pending

Maintenance Fee Due 10/25/2015; Request for Examination Due 10/25/2017.

Arctic Cat Inc.

Integral Bumper and Skid Plate

U.S.

10/215,785

Filed: 8/8/2002 Issue Date: 5/10/2005

6,890,010

Expires 12/17/2022; 11.5 Maintenance Fee Due 11/10/2016.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Integral Bumper and Skid Plate

Canada

2411314

Filed: 11/6/2002 Issue Date: 12/30/2008

2411314

Annual Maintenance Fee Due 11/06/2015.

Arctic Cat Inc.

Internal Combustion Engine with Pneumatically Controlled Variable Exhaust Valve

U.S.

09/312,574

Filed: 5/14/1999 Issue Date: 4/17/2001

6,216,648

Expires 05/14/2019.

Arctic Cat Inc.

Linked Suspension System for a Vehicle

U.S.

10/008,455

Filed: 11/2/2001 Issue Date: 12/20/2005

6,976,689

Expires 7/22/2022. 11.5 Maintenance Fee Due 06/20/2017.

Arctic Cat Inc.

Linked Suspension System for a Vehicle

Canada

2361044

Filed: 11/2/2001 Issue Date: 12/5/2006

2,361,044

Expires 11/2/2021. Annual Maintenance Fee Due 11/02/2015.

Arctic Cat Inc.

Low Noise Track Profile

U.S.

10/373,601

Filed: 2/24/2003 Issue Date: 8/2/2005

6,923,515

Expires 02/24/2023. 11.5 Maintenance Fee Due 02/02/2017.

Arctic Cat Inc.

Low Noise Track Profile

Europe

4445014.6

Filed: 2/20/2004 Issue Date: 1/10/2007

1449750

Expires 02/20/2024.

Arctic Cat Inc.

Low Noise Track Profile

Europe- Finland

1449750

Filed: 1/10/2007 Issue Date: 1/10/2007

195449750

Expires 02/20/2024. Annual Maintenance Fees Due 02/28/2016.

Arctic Cat Inc.

Low Noise Track Profile

Europe- Sweden

1449750

Filed: 4/5/2007 Issue Date: 1/10/2007

1449750

Expires 02/20/2024. Annual Maintenance Fees Due 02/28/2016.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Low Noise Track Profile

Canada

2457290

Filed: 2/11/2004 Issued Date: 12/20/2010

2457290

Annual Maintenance Fee Due 02/11/2016.

Arctic Cat Inc.

Multi-Location Fuel Injection System

U.S.

11/143,884

Filed: 6/2/2005 Issue Date: 1/30/2007

7,168,401

Expires 06/02/2025 11.5 Maintenance Fee Due 7/30/2018.

Arctic Cat Inc.

Redacted: “skidframe” technology

US

14/109,760

Filed: 12/17/2013

Pending

Redacted

Arctic Cat Inc.

Redacted: “skidframe” technology

PCT

PCT/US14/70669

Filed: 12/16/2014

Pending

Redacted

Arctic Cat Inc.

Position-Sensitive Shock Absorber

U.S.

10/373,606

Filed: 2/24/2003 Issue Date: 11/22/2005

6,966,412

Expires 02/24/2023. 11.5 Maintenance Fee Due 05/22/2017.

Arctic Cat Inc.

Regulator Bearing Mount

U.S.

10/172,577

Filed: 6/13/2002 Issue Date: 1/18/2005

6,843,603

Expires 06/13/2022. 11.5 Maintenance Fee Due 7/18/2016.

Arctic Cat Inc.

Reversible Rear Axle Mount

U.S.

10/093,249

Filed: 3/6/2002 Issue Date: 7/13/2004

6,761,236

Expires 7/04/2022. 11.5 Maintenance Fee Due 01/13/2016.

Arctic Cat Inc.

Seating System Configurable Between One-Person to Two- Person Configurations, and Method for Configuring Same

U.S.

09/579,614

Filed: 5/26/2000 Issue Date: 12/10/2002

6,491,124

Expires 05/26/2020.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Snowmobile Air Box Assembly

U.S.

10/290,844

Filed: 11/7/2002 Issue Date: 9/5/2006

7,100,730

Expires 10/08/2023. 11.5 Maintenance Fee Due 3/5/2018.

Arctic Cat Inc.

Snowmobile Air Box Assembly

U.S.

11/424,793

Filed: 6/16/2006 Issue Date: 5/6/2008

7,367,418

Expires 12/04/2022. 7.5 Maintenance Fee Due 11/06/2015; 11.5 Maintenance Fee Due 11/06/2019.

Arctic Cat Inc.

Snowmobile Drive Track

U.S.

10/786,583

Filed: 2/23/2004 Issue Date: 9/9/2008

7,422,295

Expires 2/23/2004. 7.5 Maintenance Fee Due 03/09/2016; 11.5 Maintenance Fee Due 03/09/2020.

Arctic Cat Inc.

Snowmobile Drive Track

Canada

2458321

Filed: 2/23/2004

Pending

Annual Maintenance Fee Due 02/23/2016.

Arctic Cat Inc.

Snowmobile Drive Track with Double Angled Lugs (Power Claw)

U.S.

11/840,093

Filed: 8/16/2007 Issue Date: 5/11/2010

7,712,846

Expires 09/20/2024 7.5 Maintenance Fee Due 11/11/2017; 11.5 Maintenance Fee Due 11/11/2021.

Arctic Cat Inc.

Snowmobile Exhaust Exit

U.S.

10/948,964

File: 9/24/2004 Issue Date: 9/13/2005

6,942,052

Expires 09/24/2024; 11.5 Maintenance Fee Due 03/13/2017.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Snowmobile Exhaust Exit

Canada

2520794

Filed: 9/23/2005 Issue Date: 9/2/2008

2,520,794

Expires 09/23/2025; Annual Maintenance Fee Due 09/23/2016.

Arctic Cat Inc.

Snowmobile Planetary Drive System

U.S.

09/843,587

Filed: 4/26/2001 Issue Date: 6/21/2005

6,907,951

Expires 08/15/2020. 11.5 Maintenance Fee Due 12/21/2016.

Arctic Cat Inc.

Snowmobile Planetary Drive System

U.S.

09/966,926

Filed: 9/27/2001 Issue Date: 6/1/2004

6,742,618

Expires 03/07/2020. 11.5 Maintenance Fee Due 12/1/2015.

Arctic Cat Inc.

Snowmobile Planetary Drive System

U.S.

10/859,394

Filed: 6/1/2004 Issue Date: 6/20/2006

7,063,639

Expires 03/07/2020. 11.5 Maintenance Fee Due 12/20/2017.

Arctic Cat Inc.

Snowmobile Remote Ignition System

U.S.

10/353,281

Filed: 1/28/2003 Issue Date: 3/29/2005

6,871,624

Expires 01/28/2023. 11.5 Maintenance Fee Due 09/29/2016.

Arctic Cat Inc.

Snowmobile Remote Ignition System

U.S.

11/091,188

Filed: 03/28/2005 Issue Date: 11/28/2006

7,140,338

Expires 01/28/2023. 11.5 Maintenance Fee Due 05/28/2018.

Arctic Cat Inc.

Snowmobile Track Suspension

U.S.

11/061,117

Filed: 2/18/2005 Issue Date: 4/22/2008

7,360,618

Expires 4/27/2026; 7.5 year Maintenance Fee due 10/22/2015; 11.5 year Maintenance Fee due 10/22/2019.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Snowmobile Tunnel and Rear Heat Exchanger

U.S.

10/953,940

Filed: 9/29/2004 Issue Date: 2/12/2008

7,328,765

Expires 01/06/2023; 7.5 Maintenance Fee Due 08/12/2015; 11.5 Maintenance Fee Due 08/12/2019

Arctic Cat Inc.

Snowmobile Tunnel and Rear Heat Exchanger

U.S.

11/680,465

Filed: 2/28/2007 Issue Date: 08/24/2010

7,779,944

Expires 07/02/2026; 7.5 Maintenance Fee Due 02/24/2018; 11.5 Maintenance Fee Due 02/24/2022

Arctic Cat Inc.

Staggered Ski Skag

U.S.

10/439,640

Filed: 5/16/2003 Issue Date: 2/10/2009

7,487,974

Expires 05/16/2023; 7.5 Maintenance Fee Due 8/10/2016; 11.5 Maintenance Fee Due 08/10/2020

Arctic Cat Inc.

Staggered Ski Skag

Canada

2467319

Filed: 5/14/2004 Issued: 10/04/2011

2467319

Annual Maintenance Fee Due 05/14/2015.

Arctic Cat Inc.

Steering Post for Recreational Vehicle

U.S.

10/290,847

Filed: 11/7/2002 Issue Date: 4/17/2007

7,204,497

Expires 02/16/2023. 11.5 Maintenance Fee Due 10/17/2018.

Arctic Cat Inc.

Temperature-Controlled Fuel Injection System or Two-Stoke Engine

U.S.

11/185,912

Filed: 7/20/2005 Issue Date: 8/21/2007

7,258,107

Expires 05/07/2023. 11.5 Maintenance Fee Due 02/21/2019.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Three-Point Engine Mount

U.S.

10/224,858

Filed: 8/20/2002 Issue Date: 8/1/2006

7,083,024

Expires 08/20/2022. 11.5 Maintenance Fee Due 02/01/2018.

Arctic Cat Inc.

Two-Cycle Engine with Exhaust Temperature- Controlled Ignition Timing

U.S.

09/452,657

Filed: 12/1/1999 Issue Date: 5/29/2001

6,237,566

Expires 12/1/2019.

Arctic Cat Inc.

Two-Cycle Engine with Exhaust Temperature- Controlled Ignition Timing

U.S.

09/568,449

Filed: 5/10/2000 Issue Date: 4/16/2002

6,371,082

Expires 12/1/2019.

Arctic Cat Inc.

Two-Cycle Engine with Exhaust Temperature- Controlled Ignition Timing

U.S.

10/123,773

Filed: 4/16/2002 Issue Date: 4/22/2003

6,550,450

Expires 12/1/2019.

Arctic Cat Inc.

Two-Cycle Engine with Exhaust Temperature- Controlled Ignition Timing

Canada

2322738

Filed: 10/10/2000 Issue Date: 2/18/2003

2322738

Expires 10/10/2020. Annual Maintenance Fees Due 10/10/2015.

Arctic Cat Inc.

U-Joint Progressive Steering Arrangement

U.S.

11/680,487

Filed: 2/28/2007 Issue Date: 11/17/2009

7,617,900

Expires 11/03/2027. 7.5 Maintenance Fee Due 05/17/2017; 11.5 Maintenance Fee Due 05/17/2021

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Vehicle Tracking Control System

U.S.

11/061,317

Filed: 2/18/2005 Issue Date: 5/20/2008

7,374,188

Expires 11/08/2025; 7.5 year Maintenance fee due 11/20/2015; 11.5 year Maintenance fee due 11/20/2019.

Arctic Cat Inc.

HELMET WITH INTEGRATED HEAD LIGHT

U.S.

11/061,371

Filed: 2/17/2005 Issue Date: 10/19/2010

7,814,578

Expires 1/30/2027; 7.5 year Maintenance Fee due 4/19/2014 11.5 year Maintenance Fee due 4/19/2022

Arctic Cat Inc.

HELMET WITH VENTILATION FOR FOG MANAGEMENT AND RESPIRATION

U.S.

09/778,832

Filed: 2/8/2001 Issue Date: 7/30/2002

6,425,143

Expires 2/8/2021;

Arctic Cat Inc.

HELMET WITH VENTILATION FOR FOG MANAGEMENT AND RESPIRATION

Canada

2,336,548

Filed: 2/14/2001 Issue Date: 12/15/2009

2336548

Annual Maintenance Fee due 2/14/2015

Arctic Cat Inc.

Partially Redacted “speedrack lock” technology

U.S.

Pending

Unfiled

Pending

Redacted

Arctic Cat Inc.

All-Terrain Vehicle Engine Configuration

U.S.

11/129,069

Filed: 05/12/2005 Issue Date: 10/21/2008

7,438,153

Expires 11/27/2025; 7.5 Maintenance Fee Due 04/21/2016; 11.5 Maintenance Fee Due 04/21/2020

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

All-Terrain Vehicle Reverse Gear Protection

U.S.

11/119,410

Filed: 04/28/2005 Issue Date: 9/9/2008

7,422,545

Expires 04/11/2026. 7.5 Maintenance Fee Due 03/09/2016; 11.5 Maintenance Fee Due 03/09/2020

Arctic Cat Inc.

All-Terrain Vehicle Reverse Gear Protection

Canada

2545209

Filed: 4/27/2006 Issue Date: 08/18/2009

2545209

Annual Maintenance Fee Due 04/27/2016.

Arctic Cat Inc.

Axle Nut Retainer

U.S.

13/603,188

Filed: 09/04/2012 Issue Date: 02/10/2015

8,950,824

Expires 05/23/2033; 3.5-Year Maintenance Fee Due 08/10/2018; 7.5-Year Maintenance Fee Due 8/10/2022; 11.5-Year Maintenance Fee Due 08/10/2026.

Arctic Cat Inc.

Redacted

Canada

Pending

Filed: 03/03/2015

Pending

Redacted

Arctic Cat Inc.

Compact Steering Mechanism

U.S.

13/452,085

Filed: 04/20/2012 Issue Date: 04/29/2014

8,708,358

Expires: 04/20/2032; 3.5 Maintenance Fee Due 10/29/2017; 7.5 Maintenance Fee Due 10/29/2021; 11.5 Maintenance Fee Due 10/29/2025.

Arctic Cat Inc.

Compact Steering Mechanism

Canada

2813156

Filed: 04/17/2013

Pending

Maintenance Fee Due 04/17/2016; Request for Examination Due 04/17/2018.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Coupler Axle

U.S.

12/881,349

Filed: 09/14/2010 Issued: 03/05/2013

8,388,457

Expires: 02/03/2031; 3.5 Maintenance Fee Due 09/05/2016; 7.5 Maintenance Fee Due 09/05/2020; 11.5 Maintenance Fee Due 09/05/2024.

Arctic Cat Inc.

Redacted

U.S.

13/948,007

Filed: 07/22/2013

Pending

Waiting on Action from U.S. Patent Office.

Arctic Cat Inc.

ECU Limiter

U.S.

13/460,588

Filed: 04/30/2012 Issue Date: 08/26/2014

8,818,570

Expires: 5/9/2032; 3.5 Year Maintenance Fee Due 2/26/2018; 7.5 Year Maintenance Fee Due 2/26/2022; 11.5 Year Maintenance Fee Due 2/26/2026.

Arctic Cat Inc.

Redacted

Canada

2814465

Filed: 04/29/2013

Pending

Redacted

Arctic Cat Inc.

Speed Limiter via Gauge Interface

U.S.

13/829,039

Filed: 03/14/2013

Pending

Waiting on Action from U.S. Patent Office.

Arctic Cat Inc.

Redacted

PCT

PCT/US14/22025

Filed: 03/07/2014

Pending

Redacted

Arctic Cat Inc.

Engine Configuration for a Vehicle

Sweden

000433487

Filed: 11/10/2005 Issue Date: 3/16/2006

000433487

Expires 11/10/2030. Maintenance Fee Due 11/10/2015.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Integrated Safety Net for Vehicle

U.S.

13/333,282

Filed: 12/21/2011 Issued: 06/18/2013

8,465,050

Expires: 12/21/2031; 3.5 Maintenance Fee Due 12/18/2016; 7.5 Maintenance Fee Due 12/18/2020; 11.5 Maintenance Fee Due 12/18/2024.

Arctic Cat Inc.

Redacted

Canada

Pending

Filed: 10/22/2012

Pending

Maintenance Fee Due 10/22/2015

Arctic Cat Inc.

Redacted

U.S.

13/829,129

Filed: 03/14/2013

Pending

Redacted

Arctic Cat Inc.

Redacted

PCT

PCT/US14/22051

Filed: 03/07/2014

Pending

Redacted

Arctic Cat Inc.

Redacted

U.S.

13/775,133

Filed: 02/23/2013

Pending

Waiting on Action from U.S. Patent Office.

Arctic Cat Inc.

Redacted

PCT

PCT/US14/17269

Filed: 2/20/2014

Pending

Redacted

Arctic Cat Inc.

Redacted

Taiwan

103105878

Filed: 2/21/2014

Pending

Redacted

Arctic Cat Inc.

Speedrack

U.S.

10/172,531

Filed: 06/13/2002 Issue Date: 5/16/2006

7,044,526

Expires 10/06/2022. 11.5 Maintenance Fee Due 11/16/2017.

Arctic Cat Inc.

Seat/Rack/Box (e.g., TRV)

U.S.

11/112,980

Filed: 04/22/2005 Issued: 12/21/2010

7,854,460

Expires 09/18/2025. 7.5 Maintenance Fee Due 06/21/2018. 11.5 Maintenance Fee Due 06/21/2022

Arctic Cat Inc.

Speedrack

Canada

2427706

Filed: 05/05/2003 Issue Date: 07/19/2011

2427706

Maintenance Fee Due 05/05/2015.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Seat/Rack/Box (e.g., TRV)

Canada

2541084

Filed: 03/27/2006

Pending

Annual Maintenance Fee Due 03/27/2016.

Arctic Cat Inc.

Multi-Link Rear Suspension for Vehicle

U.S.

13/454,954

Filed: 04/24/2012 Issue Date: 07/01/2015

8,764,039

Expires: 4/24/2032; 3.5 Year Maintenance Fee Due 1/1/2018; 7.5 Year Maintenance Fee Due 1/1/2022; 11.5 Year Maintenance Fee Due 1/1/2026.

Arctic Cat Inc.

Multi-Link Rear Suspension for Vehicle

Canada

2813589

Filed: 04/22/2013

Pending

Maintenance Fee Due 04/22/2015; Request for Examination Due 04/22/2018.

Arctic Cat Inc.

Redacted

U.S.

14/475,359

Filed: 09/02/2014

Pending

Redacted

Arctic Cat Inc.

Power Distribution Module for Personal Recreational Vehicle

U.S.

10/283,427

Filed: 10/29/2002 Issue Date: 7/4/2006

7,072,188

Expires 10/29/2022. 11.5 Maintenance Fee Due 01/04/2018.

Arctic Cat Inc.

Power Distribution Module for Personal Recreational Vehicle

U.S.

11/427,280

Filed: 06/28/2006 Issue Date: 9/2/2008

7,420,822

Expires 10/22/2022. 7.5 Maintenance Fee Due 3/2/2016; 11.5 Maintenance Fee Due 3/2/2020

Arctic Cat Inc.

Power Distribution Module for Personal Recreational Vehicle

U.S.

12/188,010

Filed: 08/07/2008 Issue Date: 7/7/2009

7,558,079

Expires 6/28/2026. 7.5 Maintenance Fee Due 1/7/2017; 11.5 Year Maintenance Fee Due 1/7/2021.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Recreational Vehicle Locking Differential

U.S.

10/434,518

Filed: 05/07/2003 Issue Date: 3/28/2005

7,018,317

Expires 05/07/2023. 11.5 Maintenance Fee Due 09/28/2017.

Arctic Cat Inc.

Recreational Vehicle Locking Differential

Europe

04445055.9

Filed: 05/07/2004 Issue Date: 03/31/2010

1475264

Expires on 5/7/2024

Arctic Cat Inc.

Recreational Vehicle Locking Differential

Europe-Germany

1475264

Issue Date: 3/31/2010

60 2004 026 244.7-08

Annual Maintenance Fee Due 05/31/2015.

Arctic Cat Inc.

Recreational Vehicle Locking Differential

Europe-France

1475264

Issue Date: 3/31/2010

1475264

Annual Maintenance Fee Due 05/31/2015.

Arctic Cat Inc.

Redacted

U.S.

14/245,901

Filed: 04/04/2014

Pending

Redacted

Arctic Cat Inc.

Redacted

Canada

Pending

Filed: 04/01/2015

Pending

Redacted

Arctic Cat Inc.

2-Up ATV

U.S.

10/415,704

Filed: 08/11/2003 Issue Date: 6/29/2010

7,743,864

Expires 10/28/2023. 7.5 Maintenance Fee Due 12/29/2017. 11.5 Maintenance Fee Due 12/29/2021

Arctic Cat Inc.

2-Up ATV

Canada

2,421,281

Filed: 07/31/2002 Issue Date: 7/15/2008

2,421,281

Expires on 7/31/2022; Annual Maintenance Fee Due 07/31/2015.

Arctic Cat Inc.

Textured All-Terrain Vehicle Fenders

U.S.

11/018,516

Filed: 12/20/2004 Issued Date: 3/2/2010

7,669,678

Expires 9/2/2027. 7.5 Maintenance Fee Due 9/2/2017; 11.5 Maintenance Fee Due 9/2/2021.

Arctic Cat Inc.

---

Patent Name

Country

U.S./Foreign Patent App. Serial No.

Date Filed/Issue Date

Patent/Reg. No.

Status

Owner

Redacted

U.S.

29/446,446

Filed: 02/23/2013

Pending

Waiting on Action from U.S. Patent Office.

Arctic Cat Inc.

Redacted

Canada

Pending

Filed: 08/21/2013

Pending

Waiting on Action from Canadian Patent Office.

Arctic Cat Inc.

Redacted

Europe

2294934

Filed: 08/22/2013 Issue Date: 11/12/2013

002294934-001

Maintenance Fee Due 08/22/2018

Arctic Cat Inc.

Redacted

U.S.

13/485,696

Filed: 05/31/2012

Pending

Waiting on Action from U.S. Patent Office.

Arctic Cat Inc.

Redacted

Canada

2817233

Filed: 05/29/2013

Pending

Maintenance Fee Due 05/29/2015; Request for Examination Due 05/29/2018.

Arctic Cat Inc.

Winch Switch

U.S.

10/172,301

Filed: 06/13/2002 Issue Date: 7/13/2004

6,762,377

Expires 06/13/2022. 11.5 Maintenance Fee Due 01/13/2016.

Arctic Cat Inc.

Controlled Thrust Steering System for WC

U.S.

10/439/568

Filed: 5/16/03 Issue Date: 9/21/04

6,793,545

Current

Arctic Cat Inc.

All redacted items deal with pending or in process but not yet filed patents.

 

2.	As of 15 April 2015, Borrowers’ trademarks:

 

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
ARCTIC CAT®		Argentina		1609717		08/01/96		Arctic Cat Inc.
ARCTIC CAT®		Australia		672240		02/07/97		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
ARCTIC CAT®		Brazil		819100692		09/05/00		Arctic Cat Inc.
ARCTIC CAT®		Canada		174456		02/12/71		Arctic Cat Inc.
ARCTIC CAT®		Chile		919830		05/31/11		Arctic Cat Inc.
ARCTIC CAT®		China		5443533		06/24/06		Arctic Cat Inc.
ARCTIC CAT®		European Community		252965		09/01/98		Arctic Cat Inc.
ARCTIC CAT®		India				08/19/11		Arctic Cat Inc.
ARCTIC CAT®		Kazakhstan		36808		07/22/10		Arctic Cat Inc.
ARCTIC CAT®		Madrid Protocol (Norway, Russian Federation, Ukraine)		1044269		06/18/10		Arctic Cat Inc.
ARCTIC CAT®		New Zealand		253452		03/06/97		Arctic Cat Inc.
ARCTIC CAT®		Turkey		2010/32835		05/18/10		Arctic Cat Inc.
ARCTIC CAT®		USA		2178018		08/04/98		Arctic Cat Inc.
ARCTIC CAT®		Venezuela		P-196956		05/07/97		Arctic Cat Inc.
ARCTIC CAT®		Canada		549733		08/13/01		Arctic Cat Inc.
ARCTIC CAT®		USA		2293113		11/16/99		Arctic Cat Inc.
ARCTIC CIRCLETM		USA - Common Law		COMMON LAW		Date of first use - 2007		Arctic Cat Inc.
BEARCAT®		Canada		445426		07/11/95		Arctic Cat Inc.
BEARCAT®		European Community		274688		06/10/98		Arctic Cat Inc.
BLACK MAGICTM		Madrid Protocol (European Community)		1019137		10/17/09		Arctic Cat Inc.
BLACK MAGICTM		USA		3765245		03/23/10		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
Cat’s Head Logo		European Community		5256318		08/14/06		Arctic Cat Inc.
DRVTM		USA - Common Law		COMMON LAW		Date of First Use - 2/16/2006		Arctic Cat Inc.
DURAMATICTM		USA - Common Law		COMMON LAW		Date of First Use - 6/18/1999		Arctic Cat Inc.
DVXTM		USA - Common Law		COMMON LAW		Date of First Use - 07/2003		Arctic Cat Inc.
AIR CAT LogoTM		Canada		1366432		10/04/07		Arctic Cat Inc.
AIR CAT Logo®		Kazakhstan		36809		07/22/10		Arctic Cat Inc.
AIR CAT LogoTM		Kazakhstan		59297		08/24/12		Arctic Cat Inc.
AIR CAT Logo®		Madrid Protocol (European Community, Norway, Russian Federation, Turkey, Ukraine)		941 684		10/12/07		Arctic Cat Inc.
AIR CAT LogoTM		USA		4,208,167		09/18/12		Arctic Cat Inc.
HDXTM		USA - Common Law		COMMON LAW		Date of first use – 06/2010		Arctic Cat Inc.
MUDPROTM		USA		4021076		09/16/11		Arctic Cat Inc.
PROWLER®		Canada		404557		11/06/92		Arctic Cat Inc.
PROWLER®		European Community		4291341		02/16/05		Arctic Cat Inc.
PROWLERTM		USA		78/468,096		08/16/04		Arctic Cat Inc.
SBS 1000TM		USA - Common Law		COMMON LAW		Date of first use - 06/2001		Arctic Cat Inc.
SPEEDPOINTTM		USA - Common Law		COMMON LAW		Date of first use - 2006		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
SPEEDRACK®		Canada		688210		05/24/07		Arctic Cat Inc.
SPEEDRACK®		European Community		4032769		07/24/06		Arctic Cat Inc.
SPEEDRACK®		USA		3081671		04/18/06		Arctic Cat Inc.
TBXTM		USA - Common Law		COMMON LAW		Date of first use - 03/2001		Arctic Cat Inc.
THUNDERCATTM		USA		3915903		2/8/2011		Arctic Cat Inc.
TRV®		Canada		631714		02/01/05		Arctic Cat Inc.
TRV®		USA		2861288		07/06/04		Arctic Cat Inc.
WILDCATTM		USA		85/308,858		04/29/11		Arctic Cat Inc.
WILDCAT		USA		85/979,276		04/29/11		Arctic Cat Inc.
WORLD CLASS ALL TERRAIN VEHICLESTM		USA - Common Law		COMMON LAW		Date of first use - 1995		Arctic Cat Inc.
XTTM		USA - Common Law		COMMON LAW		Date of first use - 6/2005		Arctic Cat Inc.
XTXTM		USA - Common Law		COMMON LAW		Date of first use - 6/2007		Arctic Cat Inc.
XTZTM		USA - Common Law		COMMON LAW		Date of first use - 06/2008		Arctic Cat Inc.
ARCTIC CAT®		Canada		174456		02/12/71		Arctic Cat Inc.
ARCTIC CAT®		Canada		549733		08/13/01		Arctic Cat Inc.
ARCTIC CATTM		China		5443632		06/24/06		Arctic Cat Inc.
ARCTIC CATTM		China		5443540		06/24/06		Arctic Cat Inc.
ARCTIC CATTM		China		5443539		06/24/06		Arctic Cat Inc.
ARCTIC CATTM		China		5443538		06/24/06		Arctic Cat Inc.
ARCTIC CAT®		European Community		252965		09/01/98		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
ARCTIC CAT®		Finland		126273		05/12/93		Arctic Cat Inc.
ARCTIC CATTM		Kazakhstan		36808		07/22/10		Arctic Cat Inc.
ARCTIC CAT®		Norway		97973		01/06/77		Arctic Cat Inc.
ARCTIC CAT®		Sweden		251508		09/10/93		Arctic Cat Inc.
ARCTIC CAT®		Turkey		2008 18254		09/17/09		Arctic Cat Inc.
ARCTIC CAT®		USA		1647837		06/18/91		Arctic Cat Inc.
ARCTIC CAT®		USA		2293113		11/16/99		Arctic Cat Inc.
ARCTIC CIRCLETM		USA - Common Law		COMMON LAW		Date of first use - 2007		Arctic Cat Inc.
ARCTICWEAR®		Canada		320909		11/21/86		Arctic Cat Inc.
ARCTICWEAR®		Madrid Protocol		1044730		06/30/10		Arctic Cat Inc.
ARCTIC WEARTM		Kazakhstan		13207		07/22/10		Arctic Cat Inc.
ARCTICWEAR®		USA		1113183		02/13/79		Arctic Cat Inc.
A WHOLE DIFFERENT ANIMALTM		USA - Common Law		COMMON LAW		Date of first use - 09/06/1995		Arctic Cat Inc.
BEARCAT®		Canada		445426		07/11/95		Arctic Cat Inc.
BLACK MAGICTM		USA		85/207,420		12/29/10		Arctic Cat Inc.
BLACK MAGIC®		Canada		424434		03/04/94		Arctic Cat Inc.
BLACK MAGIC (STYLIZED)®		USA		1701656		07/21/92		Arctic Cat Inc.
CATMASTER®		Canada		432159		08/26/94		Arctic Cat Inc.
CATMASTER®		USA		1828332		03/29/94		Arctic Cat Inc.
EL TIGRE®		Canada		416555		09/10/93		Arctic Cat Inc.
AIR CAT LogoTM		Canada		1366432		10/04/07		Arctic Cat Inc.
AIR CAT Logo®		Kazakhstan		36809		07/22/10		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
AIR CAT LogoTM		Kazakhstan		59297		08/24/12		Arctic Cat Inc.
AIR CAT Logo®		Madrid Protocol		941 684		10/12/07		Arctic Cat Inc.
AIR CAT LogoTM		USA		4,208,167		10/03/07		Arctic Cat Inc.
DRIFT RACING		USA		85/899,316		04/09/13		Arctic Cat Inc.
GONE WHEELINTM		USA - Common Law		COMMON LAW		Date of first use - 06/2007		Arctic Cat Inc.
MISCELLANEOUS DESIGN (Cat’s Head)®		Canada		312714		03/28/86		Arctic Cat Inc.
MISCELLANEOUS DESIGN (Cat’s Head)®		European Community		5256318		08/14/06		Arctic Cat Inc.
MISCELLANEOUS DESIGN (Cat’s Head)®		USA		1789501		08/24/93		Arctic Cat Inc.
MUDPROTM		USA		77/917,274		01/21/10		Arctic Cat Inc.
PANTERA®		Canada		440026		03/03/95		Arctic Cat Inc.
PROWLER®		Canada		404557		11/06/92		Arctic Cat Inc.
RIDETM		USA - Common Law		COMMON LAW		Date of first use - 07/2002		Arctic Cat Inc.
SNO PRO®		Canada		396002		03/20/92		Arctic Cat Inc.
SNO PRO®		USA		1770179		05/11/93		Arctic Cat Inc.
SNO PRO®		USA		1777672		06/22/93		Arctic Cat Inc.
SNO-CROSS®		USA		1642895		04/30/91		Arctic Cat Inc.
SPEEDRACK®		Canada		688210		05/24/07		Arctic Cat Inc.
SPEEDRACK®		European Community		4032769		07/24/06		Arctic Cat Inc.
SPEEDRACK®		USA		3081671		04/18/06		Arctic Cat Inc.
TEAM ARCTIC®		Canada		440022		03/03/95		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
TEAM ARCTIC®		USA		1654873		08/27/91		Arctic Cat Inc.
THUNDERCAT®		European Community		330,126		08/21/06		Arctic Cat Inc.
THUNDERCATTM		USA		3915903		2/8/2011		Arctic Cat Inc.
WILDCAT®		Canada		384243		05/10/91		Arctic Cat Inc.
ZR®		USA		1803563		11/09/93		Arctic Cat Inc.
ZR®		Canada		422490		05/05/95		Arctic Cat Inc.
ARCTIC CAT®		Argentina		1609717		08/01/96		Arctic Cat Inc.
ARCTIC CAT®		Australia		672240		02/07/97		Arctic Cat Inc.
ARCTIC CAT®		Brazil		819100692		09/05/00		Arctic Cat Inc.
ARCTIC CAT®		Canada		174456		02/12/71		Arctic Cat Inc.
ARCTIC CAT®		Canada		549733		08/13/01		Arctic Cat Inc.
ARCTIC CAT®		European Community		252965		09/01/98		Arctic Cat Inc.
ARCTIC CAT®		Finland		126273		05/12/93		Arctic Cat Inc.
ARCTIC CAT®		France		1641564		01/31/91		Arctic Cat Inc.
ARCTIC CAT®		Japan		3182998		07/31/96		Arctic Cat Inc.
ARCTIC CATTM		Kazakhstan		36808		07/22/10		Arctic Cat Inc.
ARCTIC CAT®		New Zealand		253452		03/06/97		Arctic Cat Inc.
ARCTIC CAT®		Norway		97973		01/06/77		Arctic Cat Inc.
ARCTIC CAT®		USA		2178018		08/04/98		Arctic Cat Inc.
ARCTIC CATTM		Turkey		2010/32835		05/18/10		Arctic Cat Inc.
ARCTIC CAT®		USA		865633		03/04/69		Arctic Cat Inc.
ARCTIC CAT®		USA		2293113		11/16/99		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
ARCTIC CAT®		Venezuela		P-196956		05/07/97		Arctic Cat Inc.
BEARCAT®		Australia		672238		02/07/97		Arctic Cat Inc.
BEARCAT®		Canada		445426		07/11/95		Arctic Cat Inc.
BEARCAT®		European Community		274688		06/10/98		Arctic Cat Inc.
BEARCAT®		Finland		141862		12/20/95		Arctic Cat Inc.
BEARCAT®		USA		1982860		06/25/96		Arctic Cat Inc.
BLACK MAGIC (STYLIZED)®		USA		1701656		07/21/92		Arctic Cat Inc.
BLACK MAGIC®		Canada		424434		03/04/94		Arctic Cat Inc.
Cat’s Head Logo®		European Community		5256318		08/14/06		Arctic Cat Inc.
CHEETAH®		USA		1010674		05/13/75		Arctic Cat Inc.
COUGAR®		Canada		413602		06/18/93		Arctic Cat Inc.
COUGAR®		USA		1661623		10/22/91		Arctic Cat Inc.
EL TIGRE®		Canada		416555		09/10/93		Arctic Cat Inc.
EL TIGRE®		USA		1643544		05/07/91		Arctic Cat Inc.
EXT®		Canada		401342		08/14/92		Arctic Cat Inc.
EXT®		USA		1651429		07/23/91		Arctic Cat Inc.
FIRECAT®		Canada		614638		07/12/04		Arctic Cat Inc.
FIRECAT®		European Community		3013703		11/18/04		Arctic Cat Inc.
FIRECAT®		USA		2779647		11/04/03		Arctic Cat Inc.
AIR CAT LogoTM		Canada		1366432		10/04/07		Arctic Cat Inc.
AIR CAT Logo®		Kazakhstan		36809		07/22/10		Arctic Cat Inc.
AIR CAT LogoTM		Kazakhstan		59297		08/24/12		Arctic Cat Inc.
AIR CAT Logo®		Madrid Protocol		941 684		10/12/07		Arctic Cat Inc.

---

Mark		Country		Reg/Appl No.		Filing/ Issue Date		Owner
AIR CAT LogoTM		USA		4,208,167		09/18/12		Arctic Cat Inc.
JAG®		Canada		434873		10/28/94		Arctic Cat Inc.
JAG®		USA		1166432		08/25/81		Arctic Cat Inc.
KITTY CAT®		Canada		339037		04/08/88		Arctic Cat Inc.
LYNX®		Canada		231675		02/02/79		Arctic Cat Inc.
LYNX®		USA		1097348		07/25/78		Arctic Cat Inc.
MOUNTAIN CAT (STYLIZED)®		Canada		378910		01/25/91		Arctic Cat Inc.
PANTERA®		Canada		440026		03/03/95		Arctic Cat Inc.
PANTERA®		USA		1167171		09/01/81		Arctic Cat Inc.
PANTHER®		Canada		176503		06/04/71		Arctic Cat Inc.
PANTHER®		USA		890813		05/12/70		Arctic Cat Inc.
PROWLER®		Canada		404557		11/06/92		Arctic Cat Inc.
PROWLER®		USA		1548214		07/18/89		Arctic Cat Inc.
PUMA®		Canada		184776		08/11/72		Arctic Cat Inc.
SNO PRO®		European Community		1752328		02/11/02		Arctic Cat Inc.
SNO PRO®		USA		2514374		12/04/01		Arctic Cat Inc.
THUNDERCAT®		Canada		410832		04/09/93		Arctic Cat Inc.
THUNDERCAT®		USA		1762029		03/30/93		Arctic Cat Inc.
WILDCAT®		Canada		384243		05/10/91		Arctic Cat Inc.
Z®		Canada		436104		11/25/94		Arctic Cat Inc.
ZR®		Canada		422490		05/05/95		Arctic Cat Inc.
ZR®		USA		1803563		11/09/93		Arctic Cat Inc.

---

		USA		01/10/2012		4083865		MotorFist, LLC
		USA		07/26/2011		4003834		MotorFist, LLC
		USA		12/28/2010		3897819		MotorFist, LLC
		Canada		05/02/2012		TMA823192		MotorFist, LLC
MOTOR FIST		Registered   [Designated countries: China, European Union, Japan and Norway. Mark refused in Russia*.]		03/07/2012		1120480		MotorFist, LLC
		Registered   [Designated countries: China, European Union, Japan and Norway. Mark refused in Russia.]		12/07/2009		1024837		MotorFist, LLC

Domain names owned by Arctic Cat Inc.:

arctic-cat.com

arcticcat.com

arcticcatauction.com

arcticcatmiddleofnowhere. com

arcticmiddleofnowhere.com

visitmiddleofnowhere.com

visitthemiddleofnowhere.com

whatsnowmobilingsallabout.com

worldsfastestsnowmobile.com

worldsfastestsnowmobiles.com

driftracing.com

---

Domain names owned by MotorFist, LLC

MOTORFIST.COM

MOTORFIST.US

MOTOFIST.COM

MOTORFIST.INFO

MOTORFIST.MOBI

MOTORFIST.NET

MOTORFIST.ORG

MOTORFISTCANADA.COM

MTRFIST.COM

SNOMOBILINGISNOTACRIME.COM

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3.	Borrowers’ copyrights:

 

Copyright		Owner		Status in Copyright Office		Federal Registration No.		Registration Date
American national standard for four wheel, two person tandem all-terrain vehicles		Herman P. Christopherson; Arctic Cat, Inc.; Bombardier Recreational Products, Inc.		Active		TX0006104504		02/27/05
American national standard for four wheel, two person tandem all-terrain vehicles; standard / Created by Herman P. Christopherson		Herman P. Christopherson; Arctic Cat, Inc.; Bombardier Recreational Products, Inc.		Active		V3520 D372 P1		02/27/05
General warning label		Arctic Cat, Inc.; Bombardier Recreational Products, Inc.; Applied Safety and Ergonomics, Inc.		Active		VA0001299029		02/02/05
General warning label & 2 other titles; drawings		Applied Safety & Ergonomics, Inc.; Arctic Cat, Inc.; Bombardier Recreational Products, Inc.		Active		V3520D523P1		02/02/05
Passenger label		Arctic Cat, Inc.; Bombardier Recreational Products, Inc.; Applied Safety and Ergonomics, Inc.		Active		VA0001301470		02/02/05
Rack label		Arctic Cat, Inc.; Bombardier Recreational Products, Inc.		Active		VA0001302456		02/02/05

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Copyright		Owner		Status in Copyright Office		Federal Registration No.		Registration Date
Rack label; drawing / Created by Arctic Cat, Inc.		Arctic Cat, Inc.; Bombardier Recreational Products, Inc.		Active		V3520 D524 P1		02/02/05

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4.	Borrowers’ and Subsidiaries’ licenses (other than routine business licenses, authorizing them to transact business in local jurisdictions):

 

Licensor		Description of License		Term of License		Royalties Payable
Raymond Schoenfelder		Technology license for drive train system for snowmobiles		Until terminated		$3.00 per unit; minimum of $20,000
Bombardier Recreational Products Inc. of Valcourt, Quebéc, Canada		Bombardier/ Suzuki/ Arctic Cat Cross License Agreement for the use of BRP’s 2 stroke engine electronic reverse technology.		Until the expiration of the relevant patents, unless sooner terminated.		None; in exchange for this license, Arctic granted a similar license for certain Arctic technology to Bombardier.
Aisin Seiki Co. Ltd.		License Agreement for the use of Aisin Seiki’s Engines		Until the expiration of the relevant patent		$1.00 per unit.

 

5.	Intellectual Property Claims

Bombardier Recreational Products v. Arctic Cat Inc. and Arctic Cat Sales, Court File No. T-2025-11 (Canada)

Bombardier Recreational Products v. Arctic Cat Inc. and Arctic Cat Sales, Court File No. 1:11-cv-08897 (District of Minnesota)

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SCHEDULE 9.1.14

ENVIRONMENTAL MATTERS

NONE.

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SCHEDULE 9.1.15

RESTRICTIVE AGREEMENTS

NONE

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SCHEDULE 9.1.16(a)

LITIGATION

 

1.	Bombardier Recreational Products v. Arctic Cat Inc. and Arctic Cat Sales, Court File No. T-2025-11 (Canada)

 

2.	Bombardier Recreational Products v. Arctic Cat Inc. and Arctic Cat Sales, Court File No. 1:11-cv-08897 (District of Minnesota)

 

3.	Arctic Cat, Inc. et al v. Polaris Industries Inc. et al. Case No. 0:13-cv-03579-JRT-FLN (District of Minnesota)

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SCHEDULE 9.1.16(b)

Commercial Tort Claims

 

1.	Driveline Systems, LLC v. Arctic Cat Inc., Case No. 08-CV-50154 (N.D.Ill) (USA)

 

2.	Arctic Cat Inc. v. Bombardier Recreational Products Inc., Civil File No. 12-CV-02692 (JRT-LIB) (D. Minn) (USA)

 

3.	Arctic Cat Inc. v. Bombardier Recreational Products Inc., Court File No. T-2025-11 (Federal Court) (Canada)

 

4.	Arctic Cat, Inc. et al v. Polaris Industries Inc. et al. Case No. 0:13-cv-03579-JRT-FLN (District of Minnesota)

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SCHEDULE 9.1.18

PENSION PLAN DISCLOSURES

NONE

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SCHEDULE 9.1.20

LABOR CONTRACTS

 

1.	Borrowers and Subsidiary Obligors are party to the following collective bargaining agreements, management agreements and material consulting agreements:

NONE

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SCHEDULE 10.2.1

PERMITTED CONTINGENT OBLIGATIONS

NONE

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SCHEDULE 10.2.2

EXISTING LIENS

Lien on machinery and equipment located on real property in Stearns County, Minnesota in favor of the City of St. Cloud, Minnesota.

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SCHEDULE 10.2.16

EXISTING AFFILIATE TRANSACTIONS

NONE